(Address
and telephone number of principal executive offices and principal place of business)

Michael
D. Pruitt

Chief
Executive Officer

Chanticleer
Holdings, Inc.

7621
Little Avenue, Suite 414

Charlotte,
NC 28226

(704)
366-5122

(Name,
address and telephone number of agent for service)

With
copy to:

Ruba
Qashu

Libertas
Law Group, Inc.

225
Santa Monica Boulevard, 5th Floor

Santa
Monica, CA 90401

Approximate
date of commencement of proposed sale to the public: As soon as practicable after the effective date of this r egistration
s tatement.

If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933 , check the following box. [ ]

If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective r egistration
s tatement for the same offering. [ ]

If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company , or an emerging growth company .

Large
accelerated filer [ ]

Accelerated
filer [ ]

Non-accelerated
filer [ ]

Smaller
reporting company [X]

(Do
not check if a smaller reporting company)

Emerging growth company[ ]

If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the
Securities Act. [ ]

This
registration statement relates to (a) the subscription rights (or “rights”) to purchase common stock and
(b) the shares of common stock deliverable upon the exercise of the rights.

( 2 )

Estimated
solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

( 3 )

The
rights are being issued without consideration. Pursuant to Rule 457(g), no separate registration fee is payable with respect
to the rights being offered hereby since the rights are being registered in the same registration statement as the securities
to be offered pursuant thereto.

The
registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until
the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall
become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The
information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it
is not soliciting an offer to buy these securities in any state where the offer or sale is prohibited.

Subject
to completion, dated May 28 , 2019

PRELIMINARY
PROSPECTUS

CHANTICLEER
HOLDINGS, INC.

Up
to 11,428,571 Shares of Common Stock

Issuable
Upon Exercise of Rights to Subscribe for such Shares at $[_____] per Full Share

We
are distributing, at no charge, to holders of our common stock and certain holders of warrants to purchase shares of our common
stock non-transferable subscription rights to purchase up to 11,428,571 shares of our common stock. You will receive
three subscription rights for each share of common stock and each share of common stock underlying warrants owned at 4:00
p.m., Eastern time, on June 7 , 2019.

Each
subscription right will entitle you to purchase one share of our common stock at a subscription price of $[_____] per full share,
which we refer to as the basic subscription privilege. The per-share price was determined by our board of directors after a review
of recent historical trading prices of our common stock and the closing sales price of our common stock on [_____], 2019, the
last trading day prior to determination of the subscription price. The closing price of our common stock on [_____], 2019 was
$[_____]. If you fully exercise your basic subscription privilege and other rights holders do not fully exercise their
basic subscription privileges, you may also exercise an over-subscription right to purchase additional shares of common stock
that remain unsubscribed at the expiration of the rights offering, subject to the availability and pro rata allocation of shares
among rights holders exercising this over-subscription right. If all the rights are exercised, the total purchase price
of the shares of common stock offered in the rights offering will be approximately $16 million.

We
are conducting the offering to raise capital that we intend to use for strategic acquisitions and general corporate purposes,
which may include funding our growth plan, working capital and capital expenditures and funding our operations until we become
cash flow positive from operations (excluding capital expenditures). See “Use of Proceeds.”

The
subscription rights will expire if they are not exercised by 5:00 p.m., Eastern time, on [_____], 2019, unless we extend
the rights offering period. We have the option to extend the rights offering and the period for exercising your subscription rights
for a period not to exceed 30 days, although we do not presently intend to do so. You should carefully consider whether to exercise
your subscription rights prior to the expiration of the rights offering. All exercises of subscription rights are irrevocable,
even if the rights offering is extended by our board of directors. However, if we amend the rights offering to allow for an extension
of the rights offering for a period of more than 30 days or make a fundamental change to the terms of the rights offering set
forth in this prospectus, you may cancel your subscription and receive a refund of any money you have advanced.

In
the event that the exercise by a rights holder of the basic subscription privilege or the over-subscription privilege
could, as determined by the Company in its sole discretion, potentially result in a limitation on the Company’s ability
to use net operating losses, tax credits and other tax attributes, which we refer to as the “Tax Attributes,” under
the Internal Revenue Code of 1986, as amended (the “Code”), and rules promulgated by the Internal Revenue Service
(the “IRS”), the Company may, but is under no obligation to, reduce the exercise by such rights holder of
the basic subscription privilege or the over-subscription privilege to such number of shares of common stock as the Company in
its sole discretion shall determine to be advisable in order to preserve the Company’s ability to use the Tax Attributes.

Our
board of directors is making no recommendation regarding your exercise of the subscription rights. The subscription rights may
not be sold, transferred or assigned and will not be listed for trading on the NASDAQ Capital Market or any stock exchange or
market or on the OTC Bulletin Board.

1

Our
board of directors may cancel the rights offering at any time prior to the expiration of the rights offering for any reason. In
the event the rights offering is cancelled, all subscription payments received by the subscription agent will be returned, without
interest, as soon as practicable.

We
have engaged Chardan Capital Markets, LLC (“Chardan”) and The Oak Ridge Financial Services Group, Inc. (“Oak
Ridge”) as dealer-managers for this offering.

Shares
of our common stock are traded on the NASDAQ Capital Market (“Nasdaq”) under the symbol “BURG”. On [_____],
2019, the closing sales price for our common stock was $[_____] per share. The shares of common stock issued in the rights offering
will also be traded on Nasdaq under the same symbol.

Subscription
Price

Dealer
Manager
Fee (1)

Proceeds,
Before Expenses, to Us

Per
share

$

[_____]

$

[_____]

$

[_____]

Total
(2)

$

16,000,000

$

1,195,000

14,805,000

(1)
In connection with the rights offering, we have agreed to pay Chardan and Oak Ridge, the dealer-managers for this offering, in
the aggregate, a cash fee up to 7% of the gross proceeds of this offering and a non-accountable expense allowance up
to $75,000.

(2)
Assumes that the rights offering is fully subscribed and that the maximum offering amount in the aggregate of $16 million
is subscribed.

The
exercise of your subscription rights for shares of our common stock involves risks. See “Risk Factors” beginning on
page 18 of this prospectus as well as the risk factors and other information in any documents we incorporate by reference into
this prospectus to read about important factors you should consider before exercising your subscription rights.

Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

If
you have any questions or need further information about this rights offering, please contact Securities Transfer Corporation,
our information agent for the rights offering, at (469) 633-0101 or chanticleer@stctransfer.com.

This
summary highlights selected information from this prospectus. This summary may not contain all of the information that you should
consider before deciding whether or not you should exercise your subscription rights. You should carefully read this prospectus,
including the documents incorporated by reference, which are described under the heading “Incorporation by Reference”
in this prospectus. We encourage you to carefully read this entire prospectus and the documents to which we refer you. Unless
the context otherwise requires, when we use the words “Chanticleer,” “the Company,” “we,”
“us” or “our” in this prospectus, we are referring to Chanticleer Holdings, Inc., a Delaware corporation,
and its subsidiaries.

Our
Business

Chanticleer
is in the business of owning, operating and franchising fast casual and full-service dining concepts in the United States
and internationally. The Company was organized October 21, 1999, under its original name, Tulvine Systems, Inc., under the
laws of the State of Delaware. On April 25, 2005, Tulvine Systems, Inc. formed a wholly owned subsidiary, Chanticleer Holdings,
Inc., and on May 2, 2005, Tulvine Systems, Inc. merged with, and changed its name to, Chanticleer Holdings, Inc.

Restaurant
Brands

Better
Burgers Fast Casual

We
own, operate and franchise a system-wide total of 45 fast casual restaurants specializing in the “Better Burger” category
of which 33 are company-owned and 12 are operated by franchisees under franchise agreements.

American
Burger Company (“ABC”) is a fast-casual dining chain consisting of 6 locations in New York and the Carolinas, known
for its diverse menu featuring customized burgers, milk shakes, sandwiches, fresh salads, and beer and wine.

BGR:
The Burger Joint (“BGR”) consists of 11 company-owned locations in the United States and 11 franchisee-operated locations
in the United States and the Middle East (2 of the franchisee-operated locations were purchased by the Company in 2018 and became
company-owned locations).

Little
Big Burger (“LBB”) consists of 16 company-owned locations in Oregon, Washington and North Carolina and 1
franchisee-operated location in Texas. In addition, 2 company-owned locations are currently under construction. Of the
company-owned locations, 10 of those locations are operated under partnership agreements with investors where we control the
management and operations of the stores and the partner supplies the capital to open the store in exchange for a
non-controlling interest.

We
plan to accelerate expansion of our Better Burger business through a combination of company-owned stores, franchising and partnerships
primarily in the United States. Within the Better Burger group, we plan to focus our resources on growing Little Big Burger, where
we are realizing industry-leading margins and returns on capital from our current store locations. We are also considering opportunities
to expand the Better Burger business internationally, primarily focusing on those regions where we operate Hooters restaurants
to leverage our local infrastructure and management teams across multiple brands.

Just
Fresh Fast Casual

We
own and operate Just Fresh, our healthier eating fast casual concept with 5 company - owned locations in Charlotte,
North Carolina. Just Fresh offers fresh-squeezed juices, gourmet coffee, fresh-baked goods and premium-quality, made-to-order
sandwiches, salads and soups. We currently hold a 56% controlling interest in Just Fresh.

Our
plans for Just Fresh include maximizing cash flow from our current locations while we evaluate the optimal growth strategy for
the brand. As we have allocated most of our current internal and financial resources on growing Little Big Burger, we do not anticipate
opening new Just Fresh locations in the near term. However, we believe the Just Fresh tradename and operating model provides significant
untapped potential for future growth as a company or franchise model and intend to formalize the longer-term growth strategy for
this brand over the coming year.

4

Hooters
Full Service

We own and operate
8 Hooters full-service restaurants in the United States, South Africa, and the United Kingdom. Hooters
restaurants are casual beach-themed establishments featuring music, sports on large flat screens, and a menu that includes seafood,
sandwiches, burgers, salads, and of course, Hooters original chicken wings and the “nearly world famous” Hooters Girls.

Chanticleer started
initially as an investor in Hooters of America and subsequently evolved into a franchisee operator. We continue to hold a minority
investment stake in Hooters of America and operate Hooters restaurants in our regions. However, we do not currently intend to
invest in growing the Hooters segment and instead plan to utilize the cash flows from this segment to support growth in our other
fast casual brands.

We
currently operate ABC, BGR and LBB restaurants in the United States as our Better Burger Group. ABC is in New York and the
Carolinas . BGR operates company restaurants in the mid-Atlantic region of the United States, as well as franchise locations
across the United States and internationally. LBB operates in Oregon, Washington and North Carolina, as well as franchise locations
in Texas.

We
operate Just Fresh restaurants in the Charlotte, North Carolina area.

We
operate Hooters restaurants in Tacoma, Washington and Portland, Oregon. We also operate gaming machines in Portland, Oregon under
license from the Oregon Lottery Commission.

South
Africa

We
currently own and operate 5 Hooters restaurants in South Africa: Durban, Pretoria, and Johannesburg (3 locations).

Europe

We
currently own and operate one Hooters restaurant in the United Kingdom located in Nottingham, England.

Competition

The
restaurant industry is extremely competitive. We compete with other restaurants on the taste, quality and price of our food offerings.
Additionally, we compete with other restaurants on service, ambience, location and overall customer experience. We believe that
we compete primarily with local and regional sports bars and national casual dining and quick casual establishments, and to a
lesser extent with quick service restaurants in general. Many of our competitors are well-established national, regional or local
chains and many have greater financial and marketing resources than we do. We also compete with other restaurant and retail establishments
for site locations and restaurant employees.

Proprietary
Rights

We
have trademarks and trade names associated with Just Fresh, ABB, BGR and LBB. We believe that the trademarks, service marks and
other proprietary rights that we use in our restaurants have significant value and are important to our brand-building efforts
and the marketing of our restaurant concepts. Although we believe that we have sufficient rights to all of our trademarks and
service marks, we may face claims of infringement that could interfere with our ability to market our restaurants and promote
our brand. Any such litigation may be costly and divert resources from our business. Moreover, if we are unable to successfully
defend against such claims, we may be prevented from using our trademarks or service marks in the future and may be liable for
damages.

5

We
also use the “Hooters” mark and certain other service marks and trademarks used in our Hooters restaurants pursuant
to our franchise agreements with Hooters of America.

Government
Regulations

Environmental
Regulations

We
are subject to a variety of federal, state and local environmental laws and regulations. Such laws and regulations have not had
a significant impact on our capital expenditures, earnings or competitive position.

Local
Regulations

Our
locations are subject to licensing and regulation by a number of government authorities, which may include health, sanitation,
safety, fire, building and other agencies in the countries, states or municipalities in which the restaurants are located. Opening
sites in new areas could be delayed by license and approval processes or by more requirements of local government bodies with
respect to zoning, land use and environmental factors. Our agreements with our franchisees require them to comply with all applicable
federal, state and local laws and regulations.

Each
restaurant requires appropriate licenses from regulatory authorities allowing it to sell liquor, beer and wine, and each restaurant
requires food service licenses from local health authorities. Our licenses to sell alcoholic beverages may be suspended or revoked
at any time for cause, including violation by us or our employees of any law or regulation pertaining to alcoholic beverage control.
We are subject to various regulations by foreign governments related to the sale of food and alcoholic beverages and to health,
sanitation and fire and safety standards. Compliance with these laws and regulations may lead to increased costs and operational
complexity and may increase our exposure to governmental investigations or litigation.

Franchise
Regulations

We
must comply with regulations adopted by the Federal Trade Commission (the “FTC”) and with several state and foreign
laws that regulate the offer and sale of franchises. The FTC’s Trade Regulation Rule on Franchising (“FTC Rule”)
and certain state and foreign laws require that we furnish prospective franchisees with a franchise disclosure document containing
information prescribed by the FTC Rule and applicable state and foreign laws and regulations. We register the disclosure document
in domestic and foreign jurisdictions that require registration for the sale of franchises. Our domestic franchise disclosure
document complies with FTC Rule and various state disclosure requirements, and our international disclosure documents comply with
applicable requirements.

We
also must comply with state and foreign laws that regulate some substantive aspects of the franchisor-franchisee relationship.
These laws may limit a franchisor’s ability to: terminate or not renew a franchise without good cause; interfere with the
right of free association among franchisees; disapprove the transfer of a franchise; discriminate among franchisees regarding
charges, royalties and other fees; and place new stores near existing franchises. Bills intended to regulate certain aspects of
franchise relationships have been introduced into the United States Congress on several occasions during the last decade, but
none have been enacted.

Employment
Regulations

We
are subject to state and federal employment laws that govern our relationship with our employees, such as minimum wage requirements,
overtime and working conditions and citizenship requirements. Many of our employees are paid at rates which are influenced by
changes in the federal and state wage regulations. Accordingly, changes in the wage regulations could increase our labor costs.
The work conditions at our facilities are regulated by the Occupational Safety and Health Administration and are subject to periodic
inspections by this agency. In addition, the enactment of recent legislation and resulting new government regulation relating
to healthcare benefits may result in additional cost increases and other effects in the future.

6

Gaming
Regulations

We
are also subject to regulations in Oregon where we operate gaming machines. Gaming operations are generally highly regulated and
conducted under the permission and oversight of the state or local gaming commission, lottery or other government agencies.

Other
Regulations

We
are subject to a variety of consumer protection and similar laws and regulations at the federal, state and local level. Failure
to comply with these laws and regulations could subject us to financial and other penalties.

Seasonality

The
sales of our restaurants may peak at various times throughout the year due to certain promotional events, weather and holiday
related events. For example, our restaurants in South Africa generally peak in our winter months during their summer holidays.
In contrast, our domestic fast casual restaurants tend to peak in the spring, summer and fall months when the weather is milder.
Quarterly results also may be affected by the timing of the opening of new stores and the closing of existing stores. For these
reasons, results for any quarter are not necessarily indicative of the results that may be achieved for the full fiscal year.

Employees

As of December 31,
2018 , our locations had approximately 876 employees, including 233 in South Africa, 49 in the United Kingdom, and 594 in
the United States. Approximately 57 of our South African employees are represented by a labor union. We have experienced no
work stoppage and believe that our employee relationships are good.

Corporate
Information

Our
principal executive offices are located at 7621 Little Avenue, Suite 414, Charlotte, North Carolina 28226. Our telephone number
is (704) 366-5122. Our corporate website is www.chanticleerholdings.com. Information contained in or accessible through our website
is not part of this prospectus. Our transfer agent is Securities Transfer Corporation, telephone (469) 633-0101.

The
Rights Offering

The
following summary describes the principal terms of the rights offering, but is not intended to be complete. See the information
under the heading “The Rights Offering” in this prospectus for a more detailed description of the terms and conditions
of the rights offering.

Securities
Offered

We
are distributing, at no charge, to holders of our common stock and certain holders
of warrants to purchase shares of our common stock as of the record date for the
rights offering, non-transferable subscription rights to purchase up to 11,428,571
shares of our common stock. You will receive three subscription rights for each share
of common stock and each share of common stock underlying warrants owned at 4:00
p.m., Eastern time, on June 7 , 2019, which is the record date for the rights
offering.

Basic
Subscription Privilege

The
basic subscription privilege of each subscription right will entitle you to purchase one share of our common stock at a subscription
price of $[_____] per full share.

7

Over-Subscription
Privilege

If
you fully exercise your basic subscription privilege and other rights holders
do not fully exercise their basic subscription privileges, you may also exercise an over-subscription
right to purchase additional shares of common stock that remain unsubscribed at the expiration
of the rights offering, subject to the availability and pro rata allocation of shares
among rights holders exercising this over-subscription right. To the extent the
number of the unsubscribed shares are not sufficient to satisfy all of the properly exercised
over-subscription rights requests, then the available shares will be prorated among those
who properly exercised over-subscription rights based on the number of shares each rights
holder subscribed for under the basic subscription right. If this pro rata allocation
results in any rights holder receiving a greater number of shares of common stock
than the rights holder subscribed for pursuant to the exercise of the over-subscription
privilege, then such rights holder will be allocated only that number of shares
for which the rights holder oversubscribed, and the remaining shares of common
stock will be allocated among all other rights holders exercising the over-subscription
privilege on the same pro rata basis described above. The proration process will be repeated
until all shares of common stock have been allocated or all over-subscription exercises
have been fulfilled, whichever occurs earlier.

Limitations
on Exercise

In
the event that the exercise by a rights holder of the basic subscription privilege or the over-subscription privilege
could, as determined by the Company in its sole discretion, potentially result in a limitation on the Company’s ability
to use net operating losses, tax credits and other tax attributes, which we refer to as the “Tax Attributes,”
under the Code and rules promulgated by the IRS, the Company may, but is under no obligation to, reduce the exercise by such
rights holder of the basic subscription privilege or the over-subscription privilege to such number of shares of common
stock as the Company in its sole discretion shall determine to be advisable in order to preserve the Company’s ability
to use the Tax Attributes.

Record
Date

4:00
p.m., Eastern time, on June 7 , 2019

Expiration
of the Rights Offering

5:00
p.m., Eastern time, on [_____], 2019

Subscription
Price

$[_____]
per full share, payable in cash. To be effective, any payment related to the exercise
of a right must clear prior to the expiration of the rights offering.

Use
of Proceeds

We
are conducting the rights offering to raise capital that we intend to use for strategic acquisitions and general corporate
purposes, which may include funding our growth plan, working capital and capital expenditures and funding our operations until
we become cash flow positive from operations (excluding capital expenditures). See “Use of Proceeds.”

Non-Transferability
of Rights

The
subscription rights may not be sold, transferred or assigned and will not be listed for
trading on Nasdaq or on any stock exchange or market or on the OTC Bulletin Board.

8

No
Board Recommendation

Although
our directors may invest their own money in the rights offering, our board of directors
is making no recommendation regarding your exercise of the subscription rights. You are
urged to make your decision based on your own assessment of our business and the rights
offering. Please see “Risk Factors” for a discussion of some of the risks
involved in investing in our common stock.

No
Revocation

All
exercises of subscription rights are irrevocable, even if you later learn information that you consider to be unfavorable
to the exercise of your subscription rights and even if the rights offering is extended by our board of directors. However,
if we amend the rights offering to allow for an extension of the rights offering for a period of more than 30 days or make
a fundamental change to the terms of the rights offering set forth in this prospectus, you may cancel your subscription and
receive a refund of any money you have advanced. You should not exercise your subscription rights unless you are certain that
you wish to purchase additional shares of our common stock at a subscription price of $[_____] per full share.

U.S.
Federal Income Tax Considerations

For
U.S. federal income tax purposes, you generally should not recognize income or loss in
connection with the receipt or exercise of subscription rights unless the rights offering
is part of a “disproportionate distribution” within the meaning of applicable
tax rules (in which case you may recognize taxable income upon receipt of the subscription
rights). Our U.S. tax counsel, Libertas Law Group, Inc., is of the opinion that the rights
offering should not be part of a disproportionate distribution, but certain aspects of
that determination are not certain. This position is not binding on the IRS or the courts,
however. You are urged to consult your own tax advisor as to your particular tax consequences
resulting from the receipt and exercise of subscription rights and the receipt, ownership
and disposition of our common stock. For further information, please see “Material
U.S. Federal Income Tax Consequences.”

Extension,
Cancellation and Amendment

We
have the option to extend the rights offering and the period for exercising your subscription
rights for a period not to exceed 30 days, although we do not presently intend to do
so. If we elect to extend the expiration of the rights offering, we will issue a press
release announcing such extension no later than 9:00 a.m., Eastern time, on the
next business day after the most recently announced expiration time of the rights offering.
We will extend the duration of the rights offering as required by applicable law or regulation
and may choose to extend it if we decide to give investors more time to exercise their
subscription rights in the rights offering. If we elect to extend the rights offering
for a period of more than 30 days, then rights holders who have subscribed for
rights may cancel their subscriptions and receive a refund of all money advanced.

Our
board of directors may cancel the rights offering at any time prior to the expiration of the rights offering for any reason.
In the event that the rights offering is cancelled, we will issue a press release notifying rights holders of the
cancellation and all subscription payments received by the subscription agent will be returned, without interest or penalty,
as soon as practicable.

9

Our
board of directors also reserves the right to amend or modify the terms of the rights offering. If we should make any fundamental
changes to the terms of the rights offering set forth in this prospectus, we will file a post-effective amendment to the registration
statement in which this prospectus is included, offer rights holders who have subscribed for rights the opportunity
to cancel such subscriptions and issue a refund of any money advanced by such rights holder and recirculate an updated
prospectus after the post-effective amendment is declared effective by the Securities and Exchange Commission (the “SEC”).
In addition, upon such event, we may extend the expiration date of the rights offering to allow rights holders ample
time to make new investment decisions and for us to recirculate updated documentation. Promptly following any such occurrence,
we will issue a press release announcing any changes with respect to the rights offering and the new expiration date. The
terms of the rights offering cannot be modified or amended after the expiration date of the rights offering. Although we do
not presently intend to do so, we may choose to amend or modify the terms of the rights offering for any reason, including,
without limitation, in order to increase participation in the rights offering. Such amendments or modifications may include
a change in the subscription price, although no such change is presently contemplated.

Procedures
for Exercise

To
exercise your subscription rights, you must complete the Subscription Rights Certificate
(the “rights certificate”) and deliver it to the subscription agent,
Securities Transfer Corporation, together with full payment for all the subscription
rights you elect to exercise under the basic subscription privilege and over-subscription
privilege. You may deliver the documents and payments by mail or commercial carrier.
If regular mail is used for this purpose, we recommend using registered mail, properly
insured, with return receipt requested.

If
you cannot deliver your rights certificate to the subscription agent prior to the expiration of the rights offering, you
may follow the guaranteed delivery procedures described under “The Rights Offering—Guaranteed Delivery Procedures.”

3,939,023
shares of our common stock were outstanding as of May 13, 2019

10

Shares
Outstanding After the Rights Offering

As
of May 13 , 2019, we had 3,939,023 shares of our common stock issued and
outstanding. We expect to issue 11,428,571 shares of our common stock in the rights
offering through the exercise of subscription rights. After the rights offering, we anticipate
that we will have approximately 15,367,594 shares of our common stock outstanding.

Risk
Factors

You
should carefully read and consider the risk factors contained in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2018, and in the “Risk Factors” section beginning on page 18 of this prospectus, together with all
of the other information included in or incorporated by reference into this prospectus, before you decide to exercise your
subscription rights to purchase shares of our common stock.

Fees
and Expenses

We
will pay all fees charged by the subscription agent and the information agent in connection
with the rights offering. We will also pay the fees and commissions charged by the dealer-managers.
You are responsible for paying any other commissions, fees, taxes or other expenses incurred
in connection with the exercise of the subscription rights.

Distribution
Arrangements

Chardan
and Oak Ridge will act as dealer-managers for this rights offering. Under the terms and
subject to the conditions contained in their dealer-manager agreement, the dealer-managers
will provide marketing assistance in connection with this offering. We have agreed to
pay Chardan and Oak Ridge certain fees for acting as dealer-managers and to pay Chardan
and Oak Ridge, in the aggregate, a non-accountable expense allowance of up to $75,000
for expenses incurred in connection with this offering. Chardan and Oak Ridge will not
be subject to any liability to us in rendering the services contemplated by their dealer-manager
agreement except for any act of bad faith or gross negligence of the dealer-manager.
Chardan and Oak Ridge do not make any recommendation with respect to the rights or
the shares of our common stock being sold in this offering (including with respect to
the exercise of such Rights ).

NASDAQ
Capital Market Trading Symbol

BURG

Questions

If
you have any questions about the rights offering, including questions about subscription procedures and requests for additional
copies of this prospectus or other documents, please contact the information agent, Securities Transfer Corporation,
at (469) 633-0101 or chanticleer@stctransfer.com.

11

Summary
Financial Information

The
selected consolidated financial data presented below should be read in conjunction with our consolidated financial statements
and the notes to the consolidated financial statements and “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2018 and our Quarterly
Report on Form 10-Q for the quarterly period ended March 31, 2019 , which are incorporated herein by reference.

Our
revenues, net loss and comprehensive loss for the fiscal years ended December 31, 2018 and December 31, 2017 and for the three
months ended March 31, 2019 and March 31, 2018 were as follows:

Fiscal
Years Ended December 31,

Three
Months Ended March 31,

2018

2017

2019

2018

Revenues

$

40,613,709

$

41,432,863

$

10,197,770

$

9,995,516

Net
loss

$

(6,854,420

)

$

(6,794,771

)

$

(1,873,072

)

$

(2,597,432

)

Comprehensive
loss

$

(6,121,634

)

$

(6,574,014

)

$

(1,835,240

)

$

(1,772,491

)

QUESTIONS
AND ANSWERS ABOUT THE RIGHTS OFFERING

What
is the rights offering?

We
are distributing to holders of our common stock and certain holders of warrants to purchase shares of our common stock ,
at no charge, non-transferable subscription rights to purchase shares of our common stock. You will receive three subscription
rights for each share of common stock and each share of common stock underlying warrants you owned as of 4:00 p.m., Eastern
time, on June 7 , 2019, the record date for the rights offering. The subscription rights will be evidenced by rights
certificates. Each subscription right will entitle the rights holder to a basic subscription privilege and an over-subscription
privilege.

What
is the basic subscription privilege?

The
basic subscription privilege of each subscription right gives our stockholders and certain warrant holders of
record as of the record date the opportunity to purchase one share of our common stock at a subscription price of $[_____]
per full share. We have granted to you, as a stockholder or holder of certain warrants as of 4:00 p.m., Eastern time, on
the record date , three subscription rights for each share of our common stock and each share of common stock underlying
warrants you owned at that time . For example, if you owned 100 shares of our
common stock as of 4:00 p.m., Eastern time, on the record date, you would receive 300 subscription rights and would
have the right to purchase 300 shares of common stock for $[_____] per full share with your basic subscription privilege. You
may exercise the basic subscription privilege of any number of your subscription rights, or you may choose not to exercise
any subscription rights.

If
you hold your shares in the name of a broker, custodian bank, trustee or other nominee who uses the services of the Depository
Trust Company (“DTC”), DTC will issue three subscription rights to the nominee for each share of our
common stock you own at the record date. The basic subscription privilege of each subscription right can then be used to purchase
one share of common stock for $[_____] per full share. As in the example above, if you owned 100 shares of our common stock on
the record date, you would receive 300 subscription rights and would have the right to purchase 300 shares of common
stock for $[_____] per full share with your basic subscription privilege.

Fractional
shares of our common stock resulting from the exercise of the basic subscription privilege will be eliminated by rounding down
to the nearest whole share, with the total subscription payment being adjusted accordingly. Any excess subscription payments received
by the subscription agent will be returned, without interest, as soon as practicable.

12

What
is the over-subscription privilege?

We
do not expect all of our rights holders to exercise all of their basic subscription privileges. The over-subscription privilege
provides rights holders that exercise all of their basic subscription privileges the opportunity to purchase the shares
that are not purchased by other rights holders . If you fully exercise your basic subscription privilege and other rights
holders do not fully exercise their basic subscription privileges, you may also exercise an over-subscription right to purchase
additional shares of common stock that remain unsubscribed at the expiration of the rights offering, subject to the availability
and pro rata allocation of shares among rights holders exercising this over-subscription right. To the extent the number
of the unsubscribed shares are not sufficient to satisfy all of the properly exercised over-subscription rights requests, then
the available shares will be prorated among those who properly exercised over-subscription rights based on the number of shares
each rights holder subscribed for under the basic subscription right. If this pro rata allocation results in any rights holder
receiving a greater number of shares of common stock than the rights holder subscribed for pursuant to the exercise
of the over-subscription privilege, then such rights holder will be allocated only that number of shares for which the
rights holder oversubscribed, and the remaining shares of common stock will be allocated among all other rights holders
exercising the over-subscription privilege on the same pro rata basis described above. The proration process will be repeated
until all shares of common stock have been allocated or all over-subscription exercises have been fulfilled, whichever occurs
earlier.

In
order to properly exercise your over-subscription privilege, you must deliver the subscription payment related to your over-subscription
privilege prior to the expiration of the rights offering. Because we will not know the total number of unsubscribed shares prior
to the expiration of the rights offering, if you wish to maximize the number of shares you purchase pursuant to your over-subscription
privilege, you will need to deliver payment in an amount equal to the aggregate subscription price for the maximum number of shares
of our common stock available to you, assuming that no rights holder other than you has purchased any shares of our common
stock pursuant to their basic subscription privilege and over-subscription privilege. See “The Rights Offering—The
Subscription Rights—Over-Subscription Privilege.”

Fractional
shares of our common stock resulting from the exercise of the over-subscription privilege will be eliminated by rounding down
to the nearest whole share, with the total subscription payment being adjusted accordingly. Any excess subscription payments received
by the subscription agent will be returned, without interest, as soon as practicable.

What
are the limitations on the exercise of the basic subscription privilege and over-subscription privilege?

In
the event that the exercise by a rights holder of the basic subscription privilege or the over-subscription privilege could,
as determined by the Company in its sole discretion, potentially result in a limitation on the Company’s ability to use
net operating losses, tax credits and other tax attributes, which we refer to as the “Tax Attributes,” under the Code
and rules promulgated by the IRS, the Company may, but is under no obligation to, reduce the exercise by such rights holder
of the basic subscription privilege or the over-subscription privilege to such number of shares of common stock as the Company
in its sole discretion shall determine to be advisable in order to preserve the Company’s ability to use the Tax Attributes.

Why
are we conducting the rights offering?

We
are conducting the rights offering to raise capital that we intend to use for strategic acquisitions and general corporate
purposes, which may include funding our growth plan, working capital and capital expenditures and funding our operations until
we become cash flow positive from operations (excluding capital expenditures). See “Use of Proceeds.” We believe that
the rights offering will strengthen our financial condition by generating additional cash and increasing our stockholders’
equity.

13

How
was the $[_____] per full share subscription price determined?

In
determining the subscription price, our board of directors considered a number of factors, including: the likely cost of capital
from other sources, the price at which our stockholders and certain warrant holders might be willing to participate in
the rights offering, historical and current trading prices of our common stock, our need for liquidity and capital and the desire
to provide an opportunity to our stockholders and certain warrant holders to participate in the rights offering on a pro
rata basis. In conjunction with its review of these factors, our board of directors also reviewed a range of discounts to market
value represented by the subscription prices in various prior rights offerings of public companies. The subscription price was
established at a price of $[_____] per full share. The subscription price is not necessarily related to our book value, net worth
or any other established criteria of value and may or may not be considered the fair value of our common stock to be offered in
the rights offering. We cannot give any assurance that our common stock will trade at or above the subscription price in any given
time period.

Am
I required to exercise all of the subscription rights I receive in the rights offering?

No.
You may exercise any number of your subscription rights, or you may choose not to exercise any subscription rights. However, if
you choose not to exercise your subscription rights in full, the relative percentage of our common stock that you own will decrease,
and your voting and other rights will be diluted. In addition, if you do not exercise your basic subscription privilege in full,
you will not be entitled to participate in the over-subscription privilege.

How
soon must I act to exercise my subscription rights?

The
subscription rights may be exercised at any time beginning on the date of this prospectus and prior to the expiration of the rights
offering, which is on [_____], 2019, at 5:00 p.m., Eastern time. If you elect to exercise any rights, the subscription
agent must actually receive all required documents and payments from you prior to the expiration of the rights offering. Although
we have the option of extending the expiration of the rights offering for a period not to exceed 30 days, we currently do not
intend to do so.

May
I transfer my subscription rights?

No.
You may not sell or transfer your subscription rights to anyone.

Are
we requiring a minimum subscription to complete the rights offering?

No.

Are
there any conditions to completing the rights offering?

No.

Can
our board of directors extend, cancel or amend the rights offering?

Yes.
We have the option to extend the rights offering and the period for exercising your subscription rights for a period not to exceed
30 days, although we do not presently intend to do so. If we elect to extend the expiration of the rights offering, we will issue
a press release announcing such extension no later than 9:00 a.m., Eastern time, on the next business day after the most
recently announced expiration time of the rights offering. We will extend the duration of the rights offering as required by applicable
law or regulation and may choose to extend it if we decide to give investors more time to exercise their subscription rights in
the rights offering. If we elect to extend the rights offering for a period of more than 30 days, then rights holders who
have subscribed for rights may cancel their subscriptions and receive a refund of all money advanced.

Our
board of directors may cancel the rights offering at any time prior to the expiration of the rights offering for any reason. In
the event that the rights offering is cancelled, we will issue a press release notifying rights holders of the cancellation
and all subscription payments received by the subscription agent will be returned, without interest or penalty, as soon as practicable.

14

Our
board of directors also reserves the right to amend or modify the terms of the rights offering. If we should make any fundamental
changes to the terms of the rights offering set forth in this prospectus, we will file a post-effective amendment to the registration
statement in which this prospectus is included, offer rights holders who have subscribed for rights the opportunity to
cancel such subscriptions and issue a refund of any money advanced by such rights holder and recirculate an updated prospectus
after the post-effective amendment is declared effective by the SEC. In addition, upon such event, we may extend the expiration
date of the rights offering to allow rights holders ample time to make new investment decisions and for us to recirculate
updated documentation. Promptly following any such occurrence, we will issue a press release announcing any changes with respect
to the rights offering and the new expiration date. The terms of the rights offering cannot be modified or amended after the expiration
date of the rights offering. Although we do not presently intend to do so, we may choose to amend or modify the terms of the rights
offering for any reason, including, without limitation, in order to increase participation in the rights offering. Such amendments
or modifications may include a change in the subscription price, although no such change is presently contemplated.

Has
our board of directors made a recommendation to our rights holders regarding the rights offering?

Our
board of directors does not make any recommendation to rights holders regarding the exercise of rights in the rights offering.
You should make an independent investment decision about whether or not to exercise your rights. Rights holders who exercise
subscription rights risk investment loss on new money invested. We cannot assure you that the market price for our common stock
will remain above the subscription price or that anyone purchasing shares at the subscription price will be able to sell those
shares in the future at the same price or a higher price. If you do not exercise your rights, you will lose any value represented
by your rights and your percentage ownership interest in us will be diluted. Please see “Risk Factors” for a discussion
of some of the risks involved in investing in our common stock.

What
will happen if I choose not to exercise my subscription rights?

If
you do not exercise any subscription rights, the number of shares of our common stock you own will not change; however, due to
the fact that shares of common stock may be purchased by other rights holders in the rights offering, your percentage ownership
in the Company after the completion of the rights offering will be diluted.

How
do I exercise my subscription rights? What forms and payment are required to purchase the shares of our common stock?

If
you wish to participate in the rights offering, you must take the following steps:

(i)

deliver
payment to the subscription agent using the methods outlined in this prospectus before 5:00 p.m., Eastern time, on
[_____], 2019; and

(ii)

deliver
a properly completed rights certificate to the subscription agent before 5:00 p.m., Eastern time, on [_____], 2019.

If
you cannot deliver your rights certificate to the subscription agent prior to the expiration of the rights offering, you may follow
the guaranteed delivery procedures described under “The Rights Offering—Guaranteed Delivery Procedures.”

If
you send a payment that is insufficient to purchase the number of shares you requested, or if the number of shares you requested
is not specified in the forms, the payment received will be applied to exercise your subscription rights to the full extent possible
based on the amount of the payment received, subject to the elimination of fractional shares.

When
will I receive my new shares?

If
you purchase shares of our common stock through the rights offering, you will receive your new shares as soon as practicable after
the closing of the offering.

15

After
I send in my payment and rights certificate, may I cancel my exercise of subscription rights?

No.
All exercises of subscription rights are irrevocable, even if you later learn information that you consider to be unfavorable
to the exercise of your subscription rights and even if the rights offering is extended by our board of directors. However, if
we amend the rights offering to allow for an extension of the rights offering for a period of more than 30 days or make a fundamental
change to the terms of the rights offering set forth in this prospectus, you may cancel your subscription and receive a refund
of any money you have advanced. You should not exercise your subscription rights unless you are certain that you wish to purchase
additional shares of our common stock at a subscription price of $[_____] per full share.

What
should I do if I want to participate in the rights offering but my shares are held in the name of my broker, custodian bank, trustee
or other nominee?

If
you hold your shares of our common stock in the name of a broker, custodian bank, trustee or other nominee, then your broker,
custodian bank, trustee or other nominee is the record holder of the shares you own. The record holder must exercise the subscription
rights on your behalf for the shares of our common stock you wish to purchase.

If
you wish to participate in the rights offering and purchase shares of our common stock, please promptly contact the record holder
of your shares. We will ask your broker, custodian bank, trustee or other nominee to notify you of the rights offering. You should
complete and return to your record holder the form entitled “Beneficial Owner Election Form.” You should receive this
form from your record holder with the other rights offering materials.

How
many shares of our common stock will be outstanding after the rights offering?

As
of May 13 , 2019, we had 3,939,023 shares of our common stock issued and outstanding. We expect to issue 11,428,571
shares of our common stock in the rights offering through the exercise of subscription rights and over-subscription rights.
After the offering, we anticipate that we will have approximately 15,367,594 shares of our common stock outstanding.

How
much proceeds will the Company receive from the rights offering?

Assuming
all the shares of common stock offered are sold, the gross proceeds from the rights offering will be up to approximately $16
million. Please see “Use of Proceeds.”

Are
there risks in exercising my subscription rights?

Yes.
The exercise of your subscription rights involves risks. Exercising your subscription rights involves the purchase of additional
shares of our common stock and should be considered as carefully as you would consider any other equity investment. Among other
things, you should carefully consider the risks described under the heading “Risk Factors” in this prospectus and
the documents incorporated by reference herein.

May
stockholders and warrant holders in all states participate in the rights offering?

Although
we intend to distribute the rights to all stockholders and certain warrant holders , we reserve the right in some states
to require stockholders and warrant holders , if they wish to participate, to state and agree upon exercise of their respective
rights that they are acquiring the shares for investment purposes only, and that they have no present intention to resell or transfer
any shares acquired. Our securities are not being offered in any jurisdiction where the offer is not permitted under applicable
local laws.

If
the rights offering is not completed, will my subscription payment be refunded to me?

Yes.
The subscription agent will hold all funds it receives in a segregated bank account until completion of the rights offering. If
the rights offering is not completed, all subscription payments received by the subscription agent will be returned, without interest,
as soon as practicable. If you own shares in “street name,” it may take longer for you to receive payment because
the subscription agent will return payments through the record holder of your shares.

Will
the subscription rights be listed on a stock exchange or national market?

The
subscription rights may not be sold, transferred or assigned and will not be listed for trading on Nasdaq or on any other stock
exchange or market or on the OTC Bulletin Board.

16

How
do I exercise my subscription rights if I live outside the United States?

We
will not mail this prospectus or the rights certificates to stockholders whose addresses are outside the United States or who
have an army post office or foreign post office address. The subscription agent will hold the rights certificates for their account.
To exercise subscription rights, our foreign stockholders must notify the subscription agent and timely follow the procedures
described in “The Rights Offering—Foreign Stockholders.”

What
fees or charges apply if I purchase shares of our common stock?

We
are not charging any fee or sales commission to issue subscription rights to you or to issue shares to you if you exercise your
subscription rights. If you exercise your subscription rights through the record holder of your shares, you are responsible for
paying any fees your record holder may charge you.

What
are the U.S. federal income tax consequences of exercising subscription rights?

For
U.S. federal income tax purposes, you generally should not recognize income or loss in connection with the receipt or exercise
of subscription rights unless the rights offering is part of a “disproportionate distribution” within the meaning
of applicable tax rules (in which case you may recognize taxable income upon receipt of the subscription rights). We believe that
the rights offering should not be part of a disproportionate distribution, but certain aspects of that determination are unclear.
This position is not binding on the IRS or the courts, however. You are urged to consult your own tax advisor as to your particular
tax consequences resulting from the receipt and exercise of subscription rights and the receipt, ownership and disposition of
our common stock. For further information, please see “Material U.S. Federal Income Tax Consequences.”

To
whom should I send my forms and payment?

If
your shares are held in the name of a broker, custodian bank, trustee or other nominee, then you should send your subscription
documents, rights certificate, Notice of Guaranteed Delivery and subscription payment to that record holder.
If you are the record holder, then you should send your subscription documents, rights certificate, Notice of Guaranteed
Delivery and subscription payment by hand delivery, first class mail or courier service to:

Securities
Transfer Corporation

2901
N Dallas Parkway, Suite 380

Plano,
TX 75093

You
are solely responsible for completing delivery to the subscription agent of your subscription documents, rights certificate,
Notice of Guaranteed Delivery and subscription payment. We urge you to allow sufficient time for delivery of your subscription
materials to the subscription agent.

Whom
should I contact if I have other questions?

If
you have other questions or need assistance, please contact the information agent, Securities Transfer Corporation, at (469) 633-0101
or chanticleer@stctransfer.com.

In
addition, Chardan and Oak Ridge will act as dealer-managers for the offering. Under the terms and subject to the conditions contained
in their dealer-manager agreement, the dealer-managers will provide marketing assistance and advice to our company in connection
with this offering. We have agreed to pay Chardan and Oak Ridge, in the aggregate, a cash fee up to 7% of the gross proceeds
of this offering and a non-accountable expense allowance up to $75,000. We have also agreed to indemnify Chardan and Oak
Ridge and their respective affiliates against certain liabilities arising under the Securities Act of 1933, as amended (the “Securities
Act”). Chardan and Oak Ridge do not make any recommendation with respect to the rights or the shares of our common stock
being sold in this offering (including with respect to the exercise of such rights).

17

RISK
FACTORS

An
investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the
risks set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, including, without limitation,
the risks described therein related to our growth strategy, our business and the food service industry, together with the other
information included or incorporated by reference in this prospectus, before making a decision to invest in our common stock or
to exercise your subscription rights to purchase shares of our common stock. If any of these risks actually occur, our business,
results of operations and financial condition could suffer. In that case, the market price of our common stock could decline,
and you may lose all or part of your investment.

Your
interest in our company may be diluted as a result of this offering.

Common
stockholders who do not fully exercise their respective rights should expect that they will, at the completion of this offering,
own a smaller proportional interest in our company than would otherwise be the case had they fully exercised their basic subscription
rights.

The
market price of our common stock is volatile and may decline before or after the subscription rights expire.

The
market price of our common stock could be subject to wide fluctuations in response to numerous factors, some of which are beyond
our control. These factors include, among other things, actual or anticipated variations in our costs of doing business, operating
results and cash flow, the nature and content of our earnings releases and our competitors’ earnings releases, customers,
competitors or markets, changes in financial estimates by securities analysts, business conditions in our markets and the general
state of the securities markets and the market for similar stocks, changes in capital markets that affect the perceived availability
of capital to companies in our industries, governmental legislation or regulation, as well as general economic and market conditions,
such as continued downturns in our economy and recessions.

We
cannot assure you that the market price of our common stock will not decline after you elect to exercise your subscription rights.
If that occurs, you may have committed to buy shares of our common stock in the rights offering at a price greater than the prevailing
market price, and could have an immediate unrealized loss. Moreover, we cannot assure you that following the exercise of your
subscription rights you will be able to sell your common stock at a price equal to or greater than the subscription price. Until
shares are delivered upon expiration of the rights offering, you will not be able to sell the shares of our common stock that
you purchase in the rights offering. Certificates (physical, electronic or book entry from) representing shares of our common
stock purchased will be delivered as soon as practicable after expiration of the rights offering. We will not pay you interest
on funds delivered to the subscription agent pursuant to the exercise of subscription rights.

Completion
of this offering is not subject to us raising a minimum offering amount and therefore proceeds may be insufficient to meet our
objectives, thereby increasing the risk to investors in this offering.

Completion
of this offering is not subject to us raising a minimum offering amount. As such, proceeds from this rights offering may not be
sufficient to meet the objectives we state in this prospectus or other corporate milestones that we may set. Investors should
not rely on the success of this offering to address our need for funding. If we fail to raise capital by mid-July 2019,
we would expect to have to significantly decrease our growth plans and operating expenses, which will curtail the progress of
our business.

The
subscription rights are not transferable and there is no market for the subscription rights.

You
may not sell, transfer or assign your subscription rights. The subscription rights are only transferable by operation of law.
Because the subscription rights are non-transferable, there is no market or other means for you to directly realize any value
associated with the subscription rights. You must exercise the subscription rights and acquire additional shares of our common
stock to realize any value that may be embedded in the subscription rights.

18

None
of our officers, directors or significant stockholders are obligated to exercise their subscription right and, as a result, the
offering may be undersubscribed.

Our
officers and directors , as a group, own approximately 4.96 % of our outstanding common stock and there are no
significant stockholders who own 5% or more of our outstanding common stock . None of our officers or directors
are obligated to participate in this offering. We cannot guarantee you that any of our officers or directors will exercise their
basic or over-subscription rights to purchase any shares issued in connection with this offering. As a result, the offering may
be undersubscribed and proceeds may not be sufficient to meet the objectives we state in this prospectus or other corporate milestones
that we may set.

This
offering may cause the price of our common stock to decrease.

Depending
upon the trading price of our common stock at the time of our announcement of the announcement of the rights offering and its
terms, including the subscription price, together with the number of shares of common stock we propose to issue and ultimately
will issue if this offering is completed, may result in an immediate decrease in the market value of our common stock. This decrease
may continue after the completion of this offering. If that occurs, you may have committed to buy shares of common stock in the
rights offering at a price greater than the prevailing market price. Further, if a substantial number of rights are exercised
and the holders of the shares received upon exercise of those rights choose to sell some or all of those shares, the resulting
sales could depress the market price of our common stock. Your purchase of shares of our common stock in the rights offering may
be at a price greater than the prevailing trading price. There is no assurance that following the exercise of your rights you
will be able to sell your common stock at a price equal to or greater than the subscription price.

You
could be committed to buying shares of common stock above the prevailing market price.

Once
you exercise your basic and any over-subscription rights, you may not revoke such exercise even if you later learn information
that you consider to be unfavorable to the exercise of your rights. We cannot assure you that the market price of our shares of
common stock will not decline prior to the expiration of this offering or that a subscribing rights holder will be able to sell
shares of common stock purchased in this offering at a price equal to or greater than the subscription price.

If
we terminate this offering for any reason, we will have no obligation other than to return subscription monies promptly.

We
may decide, in our discretion and for any reason, to cancel or terminate the rights offering at any time prior to the expiration
date. If this offering is terminated, we will have no obligation with respect to rights that have been exercised except to return
promptly, without interest or deduction, the subscription monies deposited with the subscription agent. If we terminate this offering
and you have not exercised any rights, such rights will expire worthless.

Our
common stock price may be volatile as a result of this rights offering.

The
trading price of our common stock may fluctuate substantially. The price of the common stock that will prevail in the market after
this offering may be higher or lower than the subscription price depending on many factors, some of which are beyond our control
and may not be directly related to our operating performance. These factors include, but are not limited to, the following:

●

price
and volume fluctuations in the overall stock market from time to time, including increased volatility due to the worldwide
credit and financial markets crisis;

●

significant
volatility in the market price and trading volume of our securities, including increased volatility due to the worldwide credit
and financial markets crisis;

19

●

actual
or anticipated changes or fluctuations in our operating results;

●

material
announcements by us regarding business performance, financings, mergers and acquisitions or other transactions;

●

general
economic conditions and trends;

●

competitive
factors;

●

loss
of key supplier or distribution relationships; or

●

departures
of key personnel.

We
will have broad discretion in the use of the net proceeds from this offering and may not use the proceeds effectively.

Although
we plan to use the proceeds of this offering primarily for strategic acquisitions and general corporate purposes, we will
not be restricted to such use and will have broad discretion in determining how the proceeds of this offering will be used. Our
discretion is not substantially limited by the uses set forth in this prospectus in the section entitled “Use of Proceeds.”
While our board of directors believes the flexibility in application of the net proceeds is prudent, the broad discretion it affords
entails increased risks to the investors in this offering. Investors in this offering have no current basis to evaluate the possible
merits or risks of any application of the net proceeds of this offering. Our stockholders may not agree with the manner in which
we choose to allocate and spend the net proceeds.

If
you do not act on a timely basis and follow subscription instructions, your exercise of rights may be rejected.

Rights
holders who desire to purchase shares of our common stock in
this offering must act on a timely basis to ensure that all required forms and payments are actually received by the subscription
agent prior to 5:00 p.m., Eastern time, on the expiration date, unless extended. If you are a beneficial owner of shares
of common stock and you wish to exercise your rights, you must act promptly to ensure that your broker, custodian bank, trustee
or other nominee acts for you and that all required forms and payments are actually received by your broker, custodian bank, trustee
or other nominee in sufficient time to deliver such forms and payments to the subscription agent to exercise the rights granted
in this offering that you beneficially own prior to 5:00 p.m., Eastern time on the expiration date, as may be extended.
We will not be responsible if your broker, custodian bank, trustee or other nominee fails to ensure that all required forms and
payments are actually received by the subscription agent prior to 5:00 p.m., Eastern time, on the expiration date, as may
be extended.

If
you fail to complete and sign the required subscription forms, send an incorrect payment amount, or otherwise fail to follow the
subscription procedures that apply to your exercise in this offering, the subscription agent may, depending on the circumstances,
reject your subscription or accept it only to the extent of the payment received. Neither we nor the subscription agent undertakes
to contact you concerning an incomplete or incorrect subscription form or payment, nor are we under any obligation to correct
such forms or payment. We have the sole discretion to determine whether a subscription exercise properly follows the subscription
procedures.

If
you make payment of the subscription price by uncertified check, your check may not clear in sufficient time to enable you to
purchase shares in this rights offering.

Any
uncertified check used to pay for shares to be issued in this rights offering must clear prior to the expiration date of this
rights offering, and the clearing process may require five or more business days. If you choose to exercise your subscription
rights, in whole or in part, and to pay for shares by uncertified check and your check has not cleared prior to the expiration
date of this rights offering, you will not have satisfied the conditions to exercise your subscription rights and will not receive
the shares you wish to purchase.

20

The
tax treatment of the rights offering is somewhat uncertain and it may be treated as a taxable event to our stockholders.

If
the rights offering is deemed to be part of a “disproportionate distribution” under Section 305 of the Code, our stockholders
may recognize taxable income for U.S. federal income tax purposes in connection with the receipt of subscription rights in the
rights offering depending on our current and accumulated earnings and profits and our stockholders’ tax basis in our common
stock. A “disproportionate distribution” is a distribution or a series of distributions, including deemed distributions,
that has the effect of the receipt of cash or other property by some stockholders or holders of debt instruments convertible into
stock and an increase in the proportionate interest of other stockholders in a company’s assets or earnings and profits.
It is unclear whether the fact that we have outstanding options and certain other equity-based awards could cause the receipt
of subscription rights to be part of a disproportionate distribution. Please see “Material U.S. Federal Income Tax Consequences”
for further information on the treatment of the rights offering.

As
of December 31, 2018, we had net operating loss (which we refer to as “NOL”) carryforwards of approximately $11.1
million for U.S. federal income tax purposes. Under the Code, an “ownership change” with respect to a corporation
can significantly limit the amount of pre-ownership change NOLs and certain other tax assets that the corporation may utilize
after the ownership change to offset future taxable income, possibly reducing the amount of cash available to the corporation
to satisfy its obligations. An ownership change generally should occur if the aggregate stock ownership of holders of at least
5% of our stock increases by more than 50 percentage points over the preceding three-year period. The purchase of shares of our
common stock pursuant to the rights offering may trigger an ownership change with respect to our stock.

We
may amend or modify the terms of the rights offering at any time prior to the expiration of the rights offering in our sole discretion.

Our
board of directors reserves the right to amend or modify the terms of the rights offering in its sole discretion. Although we
do not presently intend to do so, we may choose to amend or modify the terms of the rights offering for any reason, including,
without limitation, in order to increase participation in the rights offering. Such amendments or modifications may include a
change in the subscription price, although no such change is presently contemplated. If we should make any fundamental changes
to the terms of the rights offering set forth in this prospectus, we will file a post-effective amendment to the registration
statement in which this prospectus is included, offer rights holders who have subscribed for rights the opportunity to
cancel such subscriptions and issue a refund of any subscription payments advanced by such rights holder and recirculate
an updated prospectus after the post-effective amendment is declared effective by the SEC. In addition, upon such event, we may
extend the expiration date of the rights offering to allow rights holders ample time to make new investment decisions and
for us to recirculate updated documentation. Promptly following any such occurrence, we will issue a press release announcing
any changes with respect to the rights offering and the new expiration date. The terms of the rights offering cannot be modified
or amended after the expiration date of the rights offering.

There
is no back-stop or standby commitment in place to purchase rights or shares that are not purchased in the offering.

Chardan
and Oak Ridge, as the dealer-managers of this rights offering, are not acting as placement agents for the rights or the
shares of common stock issuable upon exercise of the basic subscription or over subscription rights. There is no back-stop or
standby commitment in place to purchase rights or shares that are not purchased in the offering. The dealer-managers’ services
to us in this connection cannot be construed as any assurance that this offering will be successful. Chardan and Oak Ridge do
not make any recommendation with respect to whether you should exercise the basic subscription or over subscription rights or
to otherwise invest in our company.

21

CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS

This
prospectus contains forward-looking statements, within the meaning of the federal securities laws, which involve substantial risks
and uncertainties. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking
statements. Without limiting the foregoing, the words “outlook,” “believes,” “plans,” “intends,”
“expects,” “goals,” “potential,” “continues,” “may,” “should,”
“seeks,” “will,” “would,” “approximately,” “predicts,” “estimates,”
“anticipates” and similar expressions are intended to identify forward-looking statements, although not all forward-looking
statements contain these words. You should read statements that contain these words carefully because they discuss our plans,
strategies, prospects and expectations concerning our business, operating results, financial condition and other similar matters.
We believe that it is important to communicate our future expectations to our investors. There will be events in the future, however,
that we are not able to predict accurately or control. The factors listed under “Risk Factors” in this prospectus
and in any documents incorporated by reference into this prospectus, as well as any cautionary language in this prospectus, provide
examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe
in our forward-looking statements. Such risks and uncertainties include, among other things, risks and uncertainties related to:

●

The
quality of the Company and franchise store operations and changes in sales volume;

●

Our
ability to operate our business and generate profits. We have not been profitable to date;

●

Inherent
risks in expansion of operations, including our ability to acquire additional territories, generate profits from new restaurants,
find suitable sites and develop and construct locations in a timely and cost-effective way;

●

Inherent
risks associated with acquiring and starting new restaurant concepts and store locations;

●

General
risk factors affecting the restaurant industry, including current economic climate, costs of labor and food prices;

Our
debt financing agreements expose us to interest rate risks, contain obligations that may limit the flexibility of our operations,
and may limit our ability to raise additional capital;

●

Adverse
effects on our results from a decrease in or cessation or claw back of government incentives related to investments; and

●

Adverse
effects on our operations resulting from certain geo-political or other events.

22

Before
you invest in our securities, you should be aware that the occurrence of the events described in these risk factors and elsewhere
in this prospectus under the heading “Risk Factors,” and in any documents incorporated by reference into this prospectus,
could have a material adverse effect on our business, results of operations and financial position. Any forward-looking statement
made by us in this prospectus speaks only as of the date on which we make it. Factors or events that could cause our actual results
to differ will emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to update
or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except
as required by law. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty. You
are advised to consult any further disclosures we make on related subjects in the reports we file with the SEC pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

USE
OF PROCEEDS

Assuming
full participation in the rights offering, we estimate that the net proceeds from the rights offering will be approximately $ 14,669,161 ,
after deducting expenses related to this offering payable by us estimated at approximately $ 1,330,839 , including dealer-manager
fees.

Assuming
all the shares of common stock offered are sold, the gross proceeds to us from the rights offering will be up to approximately
$16 million. We are conducting the rights offering to raise capital that we intend to use for strategic acquisitions and
general corporate purposes, which may include funding our growth plan, working capital and capital expenditures and funding our
operations until we become cash flow positive from operations (excluding capital expenditures).

As
of the date hereof, we have identified and are exploring a potential acquisition pursuant to a non-binding letter of intent. If
our negotiations are successful and the transaction is completed, we would anticipate allocating approximately
$7 million of the proceeds of this offering to complete the acquisition. There can be no assurances that the acquisition
will be completed.

We
have broad discretion in determining how the proceeds of this offering will be used, and our discretion is not limited by the
aforementioned possible uses. Our board of directors believes the flexibility in application of the net proceeds is prudent.

If
we fail to raise capital by mid-July 2019, we would expect to have to significantly decrease our growth plans and operating
expenses, which will curtail the progress of our business.

23

CAPITALIZATION

The
following table sets forth our cash and cash equivalents and our capitalization as of March 31, 2019 , on an actual basis
and pro forma on an “as adjusted” basis to give effect to the rights offering, assuming gross proceeds from the rights
offering of $16 million and before deducting the estimated offering expenses. You should read this table together with the information
under the heading “Management’s Discussion and Analysis of Results of Operations and Financial Condition” included
in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019 , which is incorporated
herein by reference. We are unable to predict the actual level of participation in the offerings.

(1)
Assumes the rights offering is fully subscribed for, of which no assurances can be given.

DILUTION

Purchasers
of our common stock in the rights offering will experience an immediate and substantial dilution of the net tangible book value
of the shares purchased. At March 31, 2019 , we had a net tangible book value of approximately $( 9,440,300 ), or $( 2.53 )
per share of our common stock. After giving effect to the sale of 11,428,571 shares of our common stock in the rights offering
and after deducting transaction and offering expenses, the pro forma net tangible book value at March 31, 2019 , attributable
to common stockholders would have been $ 5,326,627 or $ 0.35 per share of our common stock. This amount represents
an immediate dilution to purchasers in the rights offering of $ 1.08 per share of our common stock. The following table
illustrates this per-share dilution.

Subscription
price

$

1.40

Net
tangible book value per share prior to the rights offering

$

(2.53

)

Increase
per share attributable to the rights offering

$

2.89

Pro
forma net tangible book value per share after the rights offering

$

0.35

Dilution
in net tangible book value per share to purchasers

$

1.08

24

THE
RIGHTS OFFERING

Please
read the following information concerning the subscription rights in conjunction with the statements under “Description
of Subscription Rights” in this prospectus, which the following information supplements.

The
Subscription Rights

We
are distributing to the holders of our common stock and certain holders of warrants to purchase shares of our common stock
as of the record date non-transferable subscription rights to purchase shares of our common stock. The subscription price
of $[_____] per full share was determined by our board of directors after a review of recent historical trading prices of our
common stock and the closing sales price of our common stock on [_____], 2019, the last trading day prior to determining the subscription
price. The closing sales price of our common stock on [_____], 2019, was $[_____]. The subscription rights will entitle the holders
of our common stock and certain holders of warrants to purchase shares of our common stock as of the record date for the
rights offering to purchase up to an aggregate of approximately 11,428,571 shares of our common stock for an aggregate
purchase price up to approximately $16 million.

Each
holder of our common stock and certain holders of warrants to purchase shares of our common stock as of the record date
for the rights offering will receive three subscription rights for each share of our common stock and each share of our common
stock underlying warrants owned by such holder as of 4:00 p.m., Eastern time, on the record date. Each subscription
right will entitle the rights holder to a basic subscription privilege and an over-subscription privilege, which are described
below.

Basic
Subscription Privilege

With
your basic subscription privilege, you may purchase one share of our common stock per subscription right, upon delivery of the
required documents and payment of the subscription price of $[_____] per full share, prior to the expiration of the rights offering.
You may exercise all or a portion of your basic subscription privilege. However, if you exercise less than your full basic subscription
privilege, you will not be entitled to purchase shares pursuant to your over-subscription privilege.

Fractional
shares of our common stock resulting from the exercise of the basic subscription privilege will be eliminated by rounding down
to the nearest whole share, with the total subscription payment being adjusted accordingly. Any excess subscription payments received
by the subscription agent will be returned, without interest, as soon as practicable.

We
will deliver certificates representing shares of our common stock purchased with the basic subscription privilege as soon as practicable
after the rights offering has expired.

Over-Subscription
Privilege

If
you fully exercise your basic subscription privilege and other rights holders do not fully exercise their basic subscription
privileges, you may also exercise an over-subscription right to purchase additional shares of common stock that remain unsubscribed
at the expiration of the rights offering, subject to the availability and pro rata allocation of shares among rights holders
exercising this over-subscription right. To the extent the number of the unsubscribed shares are not sufficient to satisfy
all of the properly exercised over-subscription rights requests, then the available shares will be prorated among those rights
holders who properly exercised over-subscription rights based on the number of shares each rights holder subscribed for under
the basic subscription right. If this pro rata allocation results in any rights holder receiving a greater number of shares
of common stock than the rights holder subscribed for pursuant to the exercise of the over-subscription privilege, then
such rights holder will be allocated only that number of shares for which the rights holder oversubscribed, and
the remaining shares of common stock will be allocated among all other rights holders exercising the over-subscription
privilege on the same pro rata basis described above. The proration process will be repeated until all shares of common stock
have been allocated or all over-subscription exercises have been fulfilled, whichever occurs earlier.

In
order to properly exercise your over-subscription privilege, you must deliver the subscription payment related to your over-subscription
privilege prior to the expiration of the rights offering. Because we will not know the total number of unsubscribed shares prior
to the expiration of the rights offering, if you wish to maximize the number of shares you purchase pursuant to your over-subscription
privilege, you will need to deliver payment in an amount equal to the aggregate subscription price for the maximum number of shares
of our common stock available to you, assuming that no rights holder other than you has purchased any shares of our common
stock pursuant to their basic subscription privilege and over-subscription privilege.

25

We
can provide no assurances that you will actually be entitled to purchase the number of shares issuable upon the exercise of your
over-subscription privilege in full at the expiration of the rights offering. We will not be able to satisfy your exercise of
the over-subscription privilege if all of the rights holders exercise their basic subscription privileges in full,
and we will only honor an over-subscription privilege to the extent sufficient shares of our common stock are available following
the exercise of subscription rights under the basic subscription privileges.

●

To
the extent the aggregate subscription price of the maximum number of unsubscribed shares available to you pursuant to the
over-subscription privilege is less than the amount you actually paid in connection with the exercise of the over-subscription
privilege, you will be allocated only the number of unsubscribed shares available to you, and any excess subscription payments
received by the subscription agent will be returned, without interest, as soon as practicable.

●

To
the extent the rights holders properly exercise their over-subscription privileges for an aggregate number of shares
that is less than the number of the unsubscribed shares, you will be allocated the number of unsubscribed shares for which
you actually paid in connection with the over-subscription privilege.

Fractional
shares of our common stock resulting from the exercise of the over-subscription privilege will be eliminated by rounding down
to the nearest whole share, with the total subscription payment being adjusted accordingly. Any excess subscription payments received
by the subscription agent will be returned, without interest, as soon as practicable.

We
will deliver certificates representing shares of our common stock purchased with the over-subscription privilege as soon as practicable
after the expiration of the rights offering.

Limitation
on Exercise of Basic Subscription Privilege and Over-Subscription Privilege

In
the event that the exercise by a rights holder of the basic subscription privilege or the over-subscription privilege could,
as determined by the Company in its sole discretion, potentially result in a limitation on the Company’s ability to use
net operating losses, tax credits and other tax attributes, which we refer to as the “Tax Attributes,” under the Code
and rules promulgated by the IRS, the Company may, but is under no obligation to, reduce the exercise by such rights holder
of the basic subscription privilege or the over-subscription privilege to such number of shares of common stock as the Company
in its sole discretion shall determine to be advisable in order to preserve the Company’s ability to use the Tax Attributes.

Reasons
for the Rights Offering

In
authorizing the rights offering, our board of directors carefully evaluated our need for liquidity, financial flexibility and
additional capital. Our board of directors also considered several alternative capital raising methods prior to concluding that
the rights offering was the appropriate alternative under the circumstances. We are conducting the rights offering to raise capital
that we intend to use for general corporate purposes, which may include funding our growth plan, working capital and capital expenditures
and funding our operations until we become cash flow positive from operations (excluding capital expenditures). Although we believe
that the rights offering will strengthen our financial condition, our board of directors is making no recommendation regarding
your exercise of the subscription rights.

Method
of Exercising Subscription Rights

The
exercise of subscription rights is irrevocable and may not be cancelled or modified, even if the rights offering is extended by
our board of directors. However, if we amend the rights offering to allow for an extension of the rights offering for a period
of more than 30 days or make a fundamental change to the terms of the rights offering set forth in this prospectus, you may cancel
your subscription and receive a refund of any money you have advanced.

26

You
may exercise your subscription rights as follows:

Subscription
by Registered Holders

You
may exercise your subscription rights by properly completing and executing the rights certificate together with any required signature
guarantees and forwarding it, together with your full subscription payment, to the subscription agent at the address set forth
below under “Subscription Agent” prior to the expiration of the rights offering.

Subscription
by DTC Participants

We
expect that the exercise of your subscription rights may be made through the facilities of DTC. If your subscription rights are
held of record through DTC, you may exercise your subscription rights by instructing DTC, or having your broker instruct DTC,
to transfer your subscription rights from your account to the account of the subscription agent, together with certification as
to the aggregate number of subscription rights you are exercising and the number of shares of our common stock you are subscribing
for under your basic subscription privilege and your over-subscription privilege, if any, and your full subscription payment.

Subscription
by Beneficial Owners

If
you are a beneficial owner of shares of our common stock that are registered in the name of a broker, custodian bank, trustee
or other nominee, or if you hold our common stock certificates and would prefer to have an institution conduct the transaction
relating to the subscription rights on your behalf, you should instruct your broker, custodian bank, trustee or other nominee
or institution to exercise your subscription rights and deliver all documents and payment on your behalf prior to 5:00 p.m., Eastern
time, on [_____], 2019, which is the expiration of the rights offering. Your subscription rights will not be considered exercised
unless the subscription agent receives from you, your broker, custodian bank, trustee or other nominee or institution, as the
case may be, all of the required documents and your full subscription payment prior to 5:00 p.m., Eastern time, on [_____],
2019.

Payment
Method

Payments
must be made in full in U.S. currency by:

●

check
or bank draft payable to Securities Transfer Corporation, the subscription agent, drawn upon a U.S. bank;

●

postal,
telegraphic or express money order payable to the subscription agent; or

●

wire
transfer of immediately available funds to accounts maintained by the subscription agent.

Payments
received after the expiration of the rights offering will not be honored, and the subscription agent will return your subscription
payment to you, without interest, as soon as practicable. The subscription agent will be deemed to receive payment upon:

●

clearance
of any uncertified check deposited by the subscription agent;

●

receipt
by the subscription agent of any certified check bank draft drawn upon a U.S. bank;

●

receipt
by the subscription agent of any postal, telegraphic or express money order; or

●

receipt
of collected funds in the subscription agent’s account.

If
you elect to exercise your subscription rights, we urge you to consider using a certified or cashier’s check, money order
or wire transfer of funds to ensure that the subscription agent receives your funds prior to the expiration of the rights offering.
If you send an uncertified check, payment will not be deemed to have been received by the subscription agent until the check has
cleared, but if you send a certified check bank draft drawn upon a U.S. bank, a postal, telegraphic or express money order or
wire or transfer funds directly to the subscription agent’s account, payment will be deemed to have been received by the
subscription agent immediately upon receipt of such instruments and wire or transfer.

27

Any
personal check used to pay for shares of our common stock in the rights offering must clear the appropriate financial institutions
prior to 5:00 p.m., Eastern time, on [_____], 2019, which is the expiration of the rights offering. The clearinghouse may
require five or more business days. Accordingly, rights holders that wish to pay the subscription price by means of an
uncertified personal check are urged to make payment sufficiently in advance of the expiration of the rights offering to ensure
such payment is received and clears by such date.

You
should read the instruction letter accompanying the rights certificate carefully and strictly follow it. DO NOT SEND RIGHTS CERTIFICATES
OR PAYMENTS TO US. Except as described below under “Guaranteed Delivery Procedures,” we will not consider your subscription
received until the subscription agent has received delivery of a properly completed and duly executed rights certificate and payment
of the full subscription amount. The risk of delivery of all documents and payments is borne by you or your nominee, and not by
the subscription agent or us.

The
method of delivery of rights certificates and payment of the subscription amount to the subscription agent will be at the risk
of the rights holders. If sent by mail, we recommend that you send those certificates and payments
by overnight courier or by registered mail, properly insured, with return receipt requested, and that a sufficient number of days
be allowed to ensure delivery to the subscription agent and clearance of payment prior to the expiration of the rights offering.

Unless
a rights certificate provides that the shares of our common stock are to be delivered to the record holder of such rights or such
certificate is submitted for the account of a bank or a broker, signatures on such rights certificate must be guaranteed by an
“eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Exchange Act, subject to any standards
and procedures adopted by the subscription agent.

Missing
or Incomplete Subscription Information

If
you do not indicate the number of subscription rights being exercised, or the subscription agent does not receive the full subscription
payment for the number of subscription rights that you indicate are being exercised, then you will be deemed to have exercised
the maximum number of subscription rights that may be exercised with the aggregate subscription payment you delivered to the subscription
agent. If we do not apply your full subscription payment to your purchase of shares of our common stock, any excess subscription
payment received by the subscription agent will be returned to you, without interest, as soon as practicable.

Expiration
Date and Amendments

The
subscription period during which you may exercise your subscription rights expires at 5:00 p.m., Eastern time, on [_____],
2019, which is the expiration of the rights offering. If you do not exercise your subscription rights prior to that time, your
subscription rights will expire and will no longer be exercisable. We will not be required to issue shares of our common stock
to you if the subscription agent receives your rights certificate or your subscription payment after that time, regardless of
when the rights certificate and subscription payment were sent, unless you send the documents in compliance with the guaranteed
delivery procedures described below. We may extend the expiration of the rights offering for a period not to exceed 30 days by
giving oral or written notice to the subscription agent prior to the expiration date of the rights offering, although we do not
presently intend to do so. If we elect to extend the expiration of the rights offering, we will issue a press release announcing
such extension no later than 9:00 a.m., Eastern time, on the next business day after the most recently announced expiration
time of the rights offering. We will extend the duration of the rights offering as required by applicable law or regulation and
may choose to extend it if we decide to give investors more time to exercise their subscription rights in the rights offering.
If we elect to extend the rights offering for a period of more than 30 days, then rights holders who have subscribed for
rights may cancel their subscriptions and receive a refund of all subscription payments advanced.

28

Our
board of directors also reserves the right to amend or modify the terms of the rights offering. If we should make any fundamental
changes to the terms of the rights offering set forth in this prospectus, we will file a post-effective amendment to the registration
statement in which this prospectus is included, offer rights holders who have subscribed for rights the opportunity to
cancel such subscriptions and issue a refund of any subscription payments advanced by such rights holder and recirculate
an updated prospectus after the post-effective amendment is declared effective by the SEC. In addition, upon such event, we may
extend the expiration date of the rights offering to allow rights holders ample time to make new investment decisions and
for us to recirculate updated documentation. Promptly following any such occurrence, we will issue a press release announcing
any changes with respect to the rights offering and the new expiration date. The terms of the rights offering cannot be modified
or amended after the expiration date of the rights offering. Although we do not presently intend to do so, we may choose to amend
or modify the terms of the rights offering for any reason, including, without limitation, in order to increase participation in
the rights offering. Such amendments or modifications may include a change in the subscription price, although no such change
is presently contemplated.

Subscription
Price

In
determining the subscription price, our board of directors considered a number of factors, including: the likely cost
of capital from other sources, the price at which our stockholders and certain warrant holders might be willing
to participate in the rights offering, historical and current trading prices for our common stock, our need for liquidity
and capital and the desire to provide an opportunity to our stockholders and certain warrant holders to participate in
the rights offering on a pro rata basis.

In
conjunction with its review of these factors, our board of directors also reviewed a range of discounts to market value represented
by the subscription prices in various prior rights offerings of public companies. The subscription price was established at a
price of $[_____] per full share. The subscription price is not necessarily related to our book value, net worth or any other
established criteria of value and may or may not be considered the fair value of our common stock to be offered in the rights
offering. We cannot assure you that the market price of our common stock will not decline during or after the rights offering.
We also cannot assure you that you will be able to sell shares of our common stock purchased during the rights offering at a price
equal to or greater than the subscription price. We urge you to obtain a current quote for our common stock before exercising
your subscription rights.

Conditions,
Withdrawal and Termination

We
reserve the right to withdraw the rights offering prior to the expiration of the rights offering for any reason. We may terminate
the rights offering, in whole or in part, if at any time before completion of the rights offering there is any judgment, order,
decree, injunction, statute, law or regulation entered, enacted, amended or held to be applicable to the rights offering that
in the sole judgment of our board of directors would or might make the rights offering or its completion, whether in whole or
in part, illegal or otherwise restrict or prohibit completion of the rights offering. We may waive any of these conditions and
choose to proceed with the rights offering even if one or more of these events occur. If we terminate, cancel or withdraw the
rights offering, in whole or in part, we will issue a press release notifying the rights holders of such event, all affected
subscription rights will expire without value, and all excess subscription payments received by the subscription agent will be
returned, without interest, as soon as practicable following such termination, cancellation or withdrawal.

Cancellation
Rights

Our
board of directors may cancel the rights offering at any time prior to the time the rights offering expires for any reason. If
we cancel the rights offering, we will issue a press release notifying rights holders of the cancellation and all subscription
payments received by the subscription agent will be returned, without interest, as soon as practicable.

Subscription
Agent

The
subscription agent for this offering is Securities Transfer Corporation. The address to which subscription documents, rights certificates,
Notices of Guaranteed Delivery and subscription payments other than wire transfers should be mailed or delivered
is 2901 N Dallas Parkway, Suite 380, Plano, Texas 75093.

If
you deliver your subscription documents, rights certificate, Notice of
Guaranteed Delivery or subscription payment in a manner different
than that described in this prospectus, then we may not honor the exercise of your subscription
rights.

You
should direct any questions or requests for assistance concerning the method of subscribing for the shares of our common stock
or for additional copies of this prospectus to the information agent, Securities Transfer Corporation, at (469) 633-0101 or chanticleer@stctransfer.com.

29

Fees
and Expenses

We
will pay all fees charged by the subscription agent and the information agent in connection with the rights offering. We will
also pay commissions and fees of the dealer-managers. You are responsible for paying any other commissions, fees, taxes or other
expenses incurred in connection with the exercise of the subscription rights.

No
Fractional Shares

We
will not issue fractional shares or cash in lieu of fractional shares. Fractional shares of our common stock resulting from the
exercise of the basic subscription privileges and the over-subscription privileges will be eliminated by rounding down to the
nearest whole share, with the total subscription payment being adjusted accordingly. Any excess subscription payments received
by the subscription agent will be returned, without interest, as soon as practicable.

Medallion
Guarantee May Be Required

Your
signature on each rights certificate must be guaranteed by an eligible institution, such as a member firm of a registered national
securities exchange or a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”), or a commercial bank
or trust company having an office or correspondent in the United States, subject to standards and procedures adopted by the subscription
agent, unless:

●

your
rights certificate provides that shares are to be delivered to you as record holder of those subscription rights; or

●

you
are an eligible institution.

You
can obtain a signature guarantee from a financial institution—such as a commercial bank, savings bank, credit union or broker
dealer—that participates in one of the Medallion signature guarantee programs. The three Medallion signature guarantee programs
are the following:

●

Securities
Transfer Agents Medallion Program (STAMP), whose participants include more than 7,000 U.S. and Canadian financial institutions;

●

Stock
Exchanges Medallion Program (SEMP), whose participants include the regional stock exchange member firms and clearing and trust
companies; and

●

New
York Stock Exchange Medallion Signature Program (MSP), whose participants include NYSE member firms.

If
a financial institution is not a member of a recognized Medallion signature guarantee program, it would not be able to provide
signature guarantees. Also, if you are not a customer of a participating financial institution, it is likely the financial institution
will not guarantee your signature. Therefore, the best source of a Medallion signature guarantee would be a bank, savings and
loan association, brokerage firm or credit union with whom you do business. The participating financial institution will use a
Medallion imprint or stamp to guarantee your signature, indicating that the financial institution is a member of a Medallion signature
guarantee program and is an acceptable signature guarantor.

Notice
to Nominees

If
you are a broker, custodian bank, trustee or other nominee holder that holds shares of our common stock for the account of others
on the record date, you should notify the beneficial owners of the shares for whom you are the nominee of the rights offering
as soon as possible to learn their intentions with respect to exercising their subscription rights. You should obtain instructions
from the beneficial owner, as set forth in the instructions we have provided to you for your distribution to beneficial owners.
If the beneficial owner so instructs, you should complete the appropriate rights certificate and submit it to the subscription
agent with the proper subscription payment. If you hold shares of our common stock for the account(s) of more than one beneficial
owner, you may exercise the number of subscription rights to which all beneficial owners in the aggregate otherwise would have
been entitled had they been direct holders of our common stock on the record date, provided that you, as a nominee record
holder, make a proper showing to the subscription agent by submitting the form entitled “Nominee Holder Certification”
which is provided with your rights offering materials. If you did not receive this form, you should contact the subscription agent
to request a copy.

30

Beneficial
Owners

If
you are a beneficial owner of shares of our common stock or will receive your subscription rights through a broker, custodian
bank, trustee or other nominee, we will ask your broker, custodian bank, trustee or other nominee to notify you of the rights
offering. If you wish to exercise your subscription rights, you will need to have your broker, custodian bank, trustee or other
nominee act for you. If you hold certificates of our common stock directly and would prefer to have your broker, custodian bank,
trustee or other nominee act for you, you should contact your nominee and request it to effect the transactions for you. To indicate
your decision with respect to your subscription rights, you should complete and return to your broker, custodian bank, trustee
or other nominee the form entitled “Beneficial Owners Election Form.” You should receive this form from your broker,
custodian bank, trustee or other nominee with the other rights offering materials. If you wish to obtain a separate rights certificate,
you should contact the nominee as soon as possible and request that a separate rights certificate be issued to you. You should
contact your broker, custodian bank, trustee or other nominee if you do not receive this form, but you believe you are entitled
to participate in the rights offering. We are not responsible if you do not receive the form from your broker, custodian bank
or nominee or if you receive it without sufficient time to respond.

Guaranteed
Delivery Procedures

If
you wish to exercise subscription rights, but you do not have sufficient time to deliver the rights certificate evidencing your
subscription rights to the subscription agent prior to the expiration of the rights offering, you may exercise your subscription
rights by the following guaranteed delivery procedures:

●

deliver
to the subscription agent prior to the expiration of the rights offering the subscription payment for each share you elected
to purchase pursuant to the exercise of subscription rights in the manner set forth above under “Payment Method;”

●

deliver
to the subscription agent prior to the expiration of the rights offering the form entitled “Notice of Guaranteed Delivery;”
and

●

deliver
the properly completed rights certificate evidencing your subscription rights being exercised and the related Nominee
Holder Certification, if applicable, with any required signatures guaranteed, to the subscription agent within
three (3) business days following the date you submit your Notice of Guaranteed Delivery.

Your
Notice of Guaranteed Delivery must be delivered in substantially the same form provided with the “Instructions for Use of
Chanticleer Holdings, Inc. Subscription Rights Certificates,” which will be distributed to you with your rights certificate.
Your Notice of Guaranteed Delivery must include a signature guarantee from an eligible institution acceptable to the subscription
agent. A form of that guarantee is included with the Notice of Guaranteed Delivery.

In
your Notice of Guaranteed Delivery, you must provide:

●

your
name;

●

the
number of subscription rights represented by your rights certificate, the number of shares of our common stock for which you
are subscribing under your basic subscription privilege, and the number of shares of our common stock for which you are subscribing
under your over-subscription privilege, if any; and

●

your
guarantee that you will deliver to the subscription agent a rights certificate evidencing the subscription rights you are
exercising within three (3) business days following the date the subscription agent receives your Notice of Guaranteed Delivery.

31

You
may deliver your Notice of Guaranteed Delivery to the subscription agent in the same manner as your rights certificate at the
address set forth above under “Subscription Agent.” You may alternatively transmit your Notice of Guaranteed Delivery
to the subscription agent by facsimile transmission at (469) 633-0088. To confirm facsimile deliveries, you may call (469) 633-0101.

The
information agent will send you additional copies of the Notice of Guaranteed Delivery form if you need them. You should call
Securities Transfer Corporation at (469) 633-0101 to request additional copies of the Notice of Guaranteed Delivery form.

Transferability
of Subscription Rights

The
subscription rights granted to you are non-transferable and, therefore, you may not sell, transfer or assign your subscription
rights to anyone. The subscription rights will not be listed for trading on Nasdaq or on any stock exchange or market or on the
OTC Bulletin Board.

Validity
of Subscriptions

We
will resolve all questions regarding the validity and form of the exercise of your subscription rights, including time of receipt
and eligibility to participate in the rights offering. In resolving all such questions, we will review the relevant facts, consult
with our legal advisors and we may request input from the relevant parties. Our determination will be final and binding. Once
made, subscriptions and directions are irrevocable, even if you later learn information that you consider to be unfavorable to
the exercise of your subscription rights and even if the rights offering is extended by our board of directors, and we will not
accept any alternative, conditional or contingent subscriptions or directions. However, if we amend the rights offering to allow
for an extension of the rights offering for a period of more than 30 days or make a fundamental change to the terms of the rights
offering set forth in this prospectus, you may cancel your subscription and receive a refund of any money you have advanced. We
reserve the absolute right to reject any subscriptions or directions not properly submitted or the acceptance of which would be
unlawful. You must resolve any irregularities in connection with your subscriptions before the subscription period expires, unless
waived by us in our sole discretion. Neither we nor the subscription agent shall be under any duty to notify you or your representative
of defects in your subscriptions. A subscription will be considered accepted, subject to our right to withdraw or terminate the
rights offering, only when a properly completed and duly executed rights certificate and any other required documents and the
full subscription payment have been received by the subscription agent. Our interpretations of the terms and conditions of the
rights offering will be final and binding.

Escrow
Arrangements; Return of Funds

The
subscription agent will hold funds received in payment for shares of our common stock in a segregated account pending completion
of the rights offering. The subscription agent will hold this money in escrow until the rights offering is completed or is withdrawn
and canceled. If the rights offering is canceled for any reason, all subscription payments received by the subscription agent
will be returned, without interest, as soon as practicable. In addition, all subscription payments received by the subscription
agent will be returned, without interest, as soon as practicable, if subscribers decide to cancel their subscription rights in
the event that we extend the rights offering for a period of more than 30 days after the expiration date or if there is a fundamental
change to the terms of the rights offering.

Stockholder
Rights

You
will have no rights as a holder of the shares of our common stock you purchase in the rights offering, if any, until certificates
representing the shares of our common stock are issued to you. You will have no right to revoke your subscriptions after you deliver
your completed rights certificate, the full subscription payment and any other required documents to the subscription agent.

Foreign
Stockholders

We
will not mail this prospectus or rights certificates to stockholders with addresses that are outside the United States or that
have an army post office or foreign post office address. The subscription agent will hold these rights certificates for their
account. To exercise subscription rights, our foreign stockholders must notify the subscription agent prior to 11:00 a.m., Eastern
time, at least three (3) business days prior to the expiration of the rights offering and demonstrate to the satisfaction
of the subscription agent that the exercise of such subscription rights does not violate the laws of the jurisdiction of such
stockholder.

32

No
Revocation or Change

Once
you submit the form of rights certificate to exercise any subscription rights, you are not allowed to revoke or change the exercise
or request a refund of monies paid. All exercises of subscription rights are irrevocable, even if you later learn information
that you consider to be unfavorable to the exercise of your subscription rights and even if the rights offering is extended by
our board of directors. However, if we amend the rights offering to allow for an extension of the rights offering for a period
of more than 30 days or make a fundamental change to the terms of the rights offering set forth in this prospectus, you may cancel
your subscription and receive a refund of any money you have advanced. You should not exercise your subscription rights unless
you are certain that you wish to purchase additional shares of our common stock at the subscription price.

Regulatory
Limitation

We
will not be required to issue to you shares of our common stock pursuant to the rights offering if, in our opinion, you are required
to obtain prior clearance or approval from any state or federal regulatory authorities to own or control such shares and if, at
the time the rights offering expires, you have not obtained such clearance or approval.

U.S.
Federal Income Tax Treatment of Rights Distribution

We
believe that our distribution and any stockholder’s receipt and exercise of these subscription rights to purchase shares
of our common stock generally should not be taxable to our stockholders for the reasons described below in “Material U.S.
Federal Income Tax Consequences.”

No
Recommendation to Rights Holders

Our
board of directors is making no recommendation regarding your exercise of the subscription rights. You are urged to make your
decision based on your own assessment of our business and the rights offering. Please see “Risk Factors” for a discussion
of some of the risks involved in investing in our common stock.

Listing

The
subscription rights will not be listed for trading on Nasdaq or any stock exchange or market or on the OTC Bulletin Board. The
shares of our common stock issuable upon exercise of the subscription rights will trade on Nasdaq under the symbol “BURG.”

Shares
of Our Common Stock Outstanding After the Rights Offering

Assuming
no warrants or convertible debt are exercised prior to the expiration of the rights offering, we expect approximately 15,367,594
shares of our common stock will be outstanding immediately after completion of the rights offering.

Other
Matters

We
are not making the rights offering in any state or other jurisdiction in which it is unlawful to do so, nor are we distributing
or accepting any offers to purchase any shares of our common stock from rights holders who are residents of those
states or other jurisdictions or who are otherwise prohibited by federal or state laws or regulations from accepting or exercising
the subscription rights. We may delay the commencement of the rights offering in those states or other jurisdictions, or change
the terms of the rights offering, in whole or in part, in order to comply with the securities laws or other legal requirements
of those states or other jurisdictions. Subject to state securities laws and regulations, we also have the discretion to delay
allocation and distribution of any shares you may elect to purchase by exercise of your subscription privileges in order to comply
with state securities laws. We may decline to make modifications to the terms of the rights offering requested by those states
or other jurisdictions, in which case, if you are a resident in those states or jurisdictions or if you are otherwise prohibited
by federal or state laws or regulations from accepting or exercising the subscription rights, you will not be eligible to participate
in the rights offering. However, we are not currently aware of any states or jurisdictions that would preclude participation in
the rights offering.

33

MATERIAL
U.S. FEDERAL INCOME TAX CONSEQUENCES

This
section describes the material U.S. federal income tax consequences, as of the date of this prospectus, to U.S. holders (as defined
below) of the receipt and exercise (or expiration) of the subscription rights acquired through the rights offering and the receipt,
ownership and sale of the shares of common stock received upon exercise of the basic subscription privilege or, if applicable,
the over-subscription privilege. Unless otherwise noted below, the following discussion is the opinion of Libertas Law Group,
Inc., our U.S. tax counsel, insofar as such discussion relates to matters of U.S. federal income tax law and legal conclusions
with respect to those matters.

This
section applies to you only if you are a U.S. holder (as defined below), acquire your subscription rights in the rights offering
and hold your subscription rights or shares of common stock issued to you upon exercise of the basic subscription privilege or,
if applicable, the over-subscription privilege as capital assets within the meaning of Section 1221 of the Code. This section
does not apply to you if you are not a U.S. holder or if you are a member of a special class of holders subject to special rules,
including, without limitation, financial institutions, regulated investment companies, real estate investment trusts, holders
who are dealers in securities or foreign currency, traders in securities that elect to use a mark-to-market method of accounting
for securities holdings, tax-exempt organizations, insurance companies, persons liable for alternative minimum tax, holders who
hold common stock as part of a hedge, straddle, conversion, constructive sale or other integrated security transaction, holders
whose functional currency is not the U.S. dollar, or holders who received our common stock on which the subscription rights are
distributed in satisfaction of our indebtedness.

This
section is based upon the Code, the Treasury Regulations promulgated thereunder, legislative history, judicial authority and published
rulings, any of which may subsequently be changed, possibly retroactively, or interpreted differently by the IRS, so as to result
in U.S. federal income tax consequences different from those discussed below. The discussion that follows neither binds nor precludes
the IRS from adopting a position contrary to that expressed in this prospectus, and we cannot assure you that such a contrary
position could not be asserted successfully by the IRS or adopted by a court if the position was litigated. We have not sought,
and will not seek, a ruling from the IRS regarding the rights offering. This section does not address any tax consequences under
foreign, state or local tax laws.

You
are a U.S. holder if you are a beneficial owner of subscription rights or common stock and you are:

●

An
individual who is a citizen or resident of the United States, including an alien individual who is a lawful permanent resident
of the United States or meets the substantial presence test under section 7701(b) of the Code;

●

A
corporation (or entity treated as a corporation for U.S. federal income tax purposes) created or organized, or treated as
created or organized, in or under the laws of the United Sates, any state thereof or the District of Columbia;

●

An
estate whose income is subject to U.S. federal income tax regardless of its source; or

●

A
trust (a) if a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons
are authorized to control all substantial decisions of the trust or (b) that has a valid election in effect under applicable
Treasury Regulations to be treated as a U.S. person.

If
a partnership (including any entity treated as a partnership for U.S. federal income tax purposes) receives the subscription rights
or holds the common stock received upon exercise of the subscription rights or, if applicable, the over-subscription privilege,
the tax treatment of a partner in such partnership generally will depend upon the status of the partner and the activities of
the partnership. Such a partner or partnership is urged to consult its own tax advisor as to the U.S. federal income tax consequences
of receiving and exercising the subscription rights and acquiring, holding or disposing of our shares of common stock.

34

EACH
RIGHTS HOLDER IS URGED TO CONSULT ITS OWN TAX ADVISOR REGARDING THE SPECIFIC FEDERAL, STATE, LOCAL AND FOREIGN INCOME
AND OTHER TAX CONSIDERATIONS OF THE RECEIPT AND EXERCISE OF SUBSCRIPTION RIGHTS AND THE RECEIPT, OWNERSHIP AND DISPOSITION OF
OUR COMMON STOCK.

Receipt,
Exercise and Expiration of the Subscription Rights; Tax Basis and Holding Period of Shares Received upon Exercise of the Subscription
Rights

Receipt
of the Subscription Rights

The
U.S. federal income tax consequences of the rights offering will depend on whether the rights offering is considered part of a
“disproportionate distribution” within the meaning of section 305 of the Code. Your receipt of the distribution of
subscription rights in the rights offering should be treated as a nontaxable distribution with respect to your existing shares
of common stock for U.S. federal income tax purposes provided that the rights offering is not part of a disproportionate distribution.
A disproportionate distribution is a distribution or a series of distributions, including deemed distributions, from a corporation
that has the effect of the receipt of cash or other property by some stockholders and an increase in the proportionate interest
of other stockholders in the corporation’s assets or earnings and profits. For purposes of the above, “stockholder”
generally includes holders of rights to acquire stock (such as warrants and options) and holders of convertible securities. The
distribution of rights should not result in the receipt by any stockholders of cash or property from the Company. Accordingly,
we believe and intend to take the position, and the following discussion assumes (unless explicitly stated otherwise), that the
subscription rights issued in the rights offering are not part of a disproportionate distribution and, thus, we will not treat
the distribution of the subscription rights to you as a dividend of our earnings and profits that is taxable to you for U.S. federal
income tax purposes. However, the disproportionate distribution tax rules are complex, the determination is highly dependent on
the existence or non-existence of certain facts and the interpretation of such facts or absence thereof, and, as a result, their
application is uncertain. Further, the determination of whether the distribution of the subscription rights for our common stock
results in the receipt of a dividend depends, in part, on the presence of certain facts and the determination of whether such
facts exist cannot be made at the time of the rights offering. Finally, it is possible that the IRS, which is not bound by our
determination, could challenge our position. For a discussion of the U.S. federal income tax consequences to you if the rights
offering were to be considered part of a disproportionate distribution, please read “Consequences if the Rights Offering
Is Considered Part of a Disproportionate Distribution” below.

Tax
Basis in the Subscription Rights

If
the fair market value of the subscription rights you receive is less than 15% of the fair market value of your common stock on
the date you receive your subscription rights, your subscription rights will be allocated a zero tax basis for U.S. federal income
tax purposes, unless you elect to allocate tax basis between your existing common stock and your subscription rights in proportion
to the relative fair market values of the existing common stock and your subscription rights determined on the date of receipt
of your subscription rights. If you choose to allocate tax basis between your existing common stock and your subscription rights,
you must make this election on a statement included with your tax return for the taxable year in which you receive your subscription
rights. Such an election is irrevocable.

If
the fair market value of your subscription rights is 15% or more of the fair market value of your existing common stock on the
date you receive your subscription rights, then you must allocate your tax basis in your existing common stock between your existing
common stock and your subscription rights in proportion to the relative fair market values determined on the date you receive
your subscription rights. The fair market value of the subscription rights on the date the subscription rights will be distributed
is uncertain, and we have not obtained, and do not intend to obtain, an appraisal of the fair market value of the subscription
rights on that date. In determining the fair market value of the subscription rights, you should consider all relevant facts and
circumstances, including any difference between the subscription price of the subscription rights and the trading price of our
common stock on the date that the subscription rights are distributed, the length of the period during which the subscription
rights may be exercised and the fact that the subscription rights are non-transferable.

Exercise
and Expiration of the Subscription Rights

You
should not recognize any gain or loss upon the exercise of subscription rights received in the rights offering, and the
tax basis of the shares of our common stock acquired through exercise of the subscription rights will equal the sum of the subscription
price for the shares and your tax basis, if any, in the subscription rights. The holding period for the shares of our common stock
acquired through exercise of the subscription rights will begin on the date the subscription rights are exercised.

35

If
you allow subscription rights received in the rights offering to expire, you generally will not recognize any gain or loss upon
the expiration of the subscription rights. If you have tax basis in the subscription rights and you allow the subscription rights
to expire, the tax basis of our common stock owned by you with respect to which such subscription rights were distributed will
be restored to the tax basis of such common stock immediately before the receipt of the subscription rights in the rights offering.

If,
at the time of the receipt or exercise of a subscription right distributed to you in the rights offering, you no longer hold the
share of our common stock with respect to which such subscription right is received, certain aspects of the tax treatment of the
exercise of the subscription right are unclear, including (1) the allocation of tax basis between the common stock previously
sold and the subscription right, (2) the impact of such allocation on the amount and timing of gain or loss recognized with respect
to the common stock previously sold, and (3) the impact of such allocation on the tax basis of the share of common stock acquired
through the exercise of the subscription right. If you exercise a subscription right distributed to you in the rights offering
after disposing of the common stock with respect to which the subscription right is received, you should consult your tax advisor
as to these uncertainties.

Consequences
if the Rights Offering Is Considered Part of a Disproportionate Distribution

If
the rights offering is considered part of a disproportionate distribution, the distribution of subscription rights would be taxable
to you as a dividend to the extent that the fair market value of the subscription rights you receive is allocable to our current
and accumulated earnings and profits for the taxable year in which the subscription rights are distributed. We cannot determine
prior to the consummation of the rights offering the extent to which we will have sufficient current and accumulated earnings
and profits to cause any distribution to be treated as a dividend. Dividends received by corporate holders of our common stock
are taxable at ordinary corporate tax rates subject to any applicable dividends-received deduction. Subject to the discussion
of the additional Medicare tax below, dividends received by noncorporate holders of our common stock in taxable years beginning
on or after January 1, 2013, are taxed at the holder’s capital gain tax rate (a maximum rate of 20%), provided that the
holder meets applicable holding period and other requirements. Any distributions in excess of our current and accumulated earnings
and profits will be treated as a tax-free return of basis, and any further distributions in excess of your tax basis in our common
stock will be treated as gain from the sale or exchange of our common stock. Regardless of whether the distribution of subscription
rights is treated as a dividend, as a tax-free return of basis or as gain from the sale or exchange of our common stock, your
tax basis in the subscription rights you receive will be their fair market value.

If
the receipt of subscription rights is taxable to you as described in the previous paragraph and you allow subscription rights
received in the rights offering to expire, you should recognize a short-term capital loss equal to your tax basis in the expired
subscription rights. Your ability to use any capital loss is subject to certain limitations. You will not recognize any gain or
loss upon the exercise of the subscription rights, and the tax basis of the shares of our common stock acquired through exercise
of the subscription rights will equal the sum of the subscription price for the shares and your tax basis in the subscription
rights. The holding period for the shares of our common stock acquired through exercise of the subscription rights will begin
on the date the subscription rights are exercised.

U.S.
holders who are individuals are subject to an additional 3.8% Medicare tax (the “additional Medicare tax”) on their
“net investment income” to the extent that their net investment income, when added to their other modified adjusted
gross income, exceeds $200,000 ($250,000 if married and filing jointly or $125,000 if married and filing separately). Certain
trusts and estates that are U.S. holders are also subject to the additional Medicare tax. “Net investment income”
generally equals the taxpayer’s gross investment income reduced by the deductions that are allocable to such income. Investment
income generally includes dividends and capital gains. The additional Medicare tax is determined in a different manner than the
regular income tax. You are urged to consult your own tax advisor regarding the implications of the additional Medicare tax.

Sale
of Shares of Our Common Stock and Receipt of Distributions on Shares of Our Common Stock

You
will recognize capital gain or loss upon the sale of our common stock acquired through the exercise of subscription rights in
an amount equal to the difference between the amount realized and your tax basis in our common stock. The capital gain or loss
will be long-term if your holding period in the shares is more than one year. Long-term capital gains recognized by individuals
are taxable at a maximum rate of 20%, although such gains may also be subject to the additional Medicare tax described above.
Long-term capital gains recognized by corporations are taxable at ordinary corporate tax rates. If you have held your shares of
our common stock for one year or less, your capital gain or loss will be short-term. Short-term capital gains are taxed at a maximum
rate equal to the maximum rate applicable to ordinary income. Your ability to use any capital loss is subject to certain limitations.

36

Distributions,
if any, on shares of our common stock acquired through the exercise of subscription rights will be taxable to you as a dividend
to the extent that the cash and fair market value of property is allocable to our current and accumulated earnings and profits
for the taxable year in which the distribution is made. Dividends received by corporate holders of our common stock are taxable
at ordinary corporate tax rates subject to any applicable dividends-received deduction. Dividends received by noncorporate holders
of our common stock in taxable years beginning on or after January 1, 2013, are taxed at the holder’s capital gain tax rate
(a maximum rate of 20%), provided that the holder meets applicable holding period and other requirements, plus, in some cases,
the additional Medicare tax discussed above. Any distributions in excess of our current and accumulated earnings and profits will
be treated as a tax-free return of basis, and any further distributions in excess of your tax basis in our common stock will be
treated as gain from the sale or exchange of such common stock. Your tax basis in any property you receive as a distribution on
shares of our common stock will be the property’s fair market value (regardless of whether the distribution is treated as
a dividend, as a tax-free return of basis or as gain from the sale or exchange of our common stock).

Information
Reporting and Backup Withholding

You
may be subject to information reporting and/or backup withholding with respect to dividend payments on or the gross proceeds from
the disposition of our common stock acquired through the exercise of subscription rights. Backup withholding may apply under certain
circumstances if you (1) fail to furnish your social security or other taxpayer identification number (“TIN”), (2)
furnish an incorrect TIN, (3) fail to report interest or dividends properly, or (4) fail to provide a certified statement, signed
under penalty of perjury, that the TIN provided is correct, that you are not subject to backup withholding, that you are a U.S.
citizen (or other U.S. person), and that the FATCA code(s) entered on the statement (if any) is correct. Any amount withheld from
a payment under the backup withholding rules is allowable as a credit against (and may entitle you to a refund with respect to)
your U.S. federal income tax liability, provided that the required information is furnished to the IRS. Certain persons are exempt
from backup withholding, including corporations and financial institutions. You are urged to consult your own tax advisor as to
your qualification for exemption from backup withholding and the procedure for obtaining such exemption.

Tax
Consequences to the Company

As
of December 31, 2018, we had NOL carryforwards of approximately $11.1 million for U.S. federal income tax purposes. An
ownership change generally should occur and generally should produce an annual limitation on the utilization of our pre-ownership
change NOLs and certain other tax assets if the aggregate stock ownership of holders of at least 5% of our stock increases by
more than 50 percentage points over the preceding three-year period. The amount of annual limitation generally is equal to the
value of our stock immediately prior to the ownership change multiplied by the adjusted federal long-term tax-exempt rate. The
purchase of shares of our common stock pursuant to the rights offering may trigger an ownership change with respect to our stock.

37

MARKET
FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS

Our
common stock trades on Nasdaq under the trading symbol “BURG.” On May 13 , 2019, there were approximately 184
record holders of our common stock. This number does not include the number of persons or entities that hold stock in nominee
or street name through various brokerage firms, banks, trustees and other nominees. On [_____], 2019, the closing sales price
reported on Nasdaq for our common stock was $[_____] per share. Past price performance is not indicative of future price performance.

The
following table sets forth the high and low sale prices of our common stock on Nasdaq for the periods indicated:

PERIOD
ENDED

HIGH

LOW

March 31, 2019

$

2.16

$

1.27

December 31, 2018

$

2.54

$

1.23

September 30, 2018

$

3.28

$

2.27

June 30, 2018

$

3.99

$

2.75

March 31, 2018

$

5.14

$

2.96

December 31, 2017

$

3.20

$

1.81

September 30, 2017

$

3.44

$

1.90

June 30, 2017*

$

4.50

$

0.23

March 31, 2017

$

0.47

$

0.31

*The
Company effected a 10:1 stock split on May 19, 2017.

DIVIDEND
POLICY

We
have never declared or paid dividends on our common stock. We currently intend to retain future earnings, if any, for use in our
business, and, therefore, we do not anticipate declaring or paying any dividends in the foreseeable future. Payments of future
dividends, if any, will be at the discretion of our board of directors after considering various factors, including the terms
of our credit facility and our financial condition, operating results, current and anticipated cash needs and plans for expansion.

DESCRIPTION
OF CAPITAL STOCK

The
following is a summary of the material terms of our capital stock. This summary does not purport to be exhaustive and is qualified
in its entirety by reference to our amended and restated certificate of incorporation, amended and restated bylaws and to the
applicable provisions of Delaware law.

Common
Stock

We
are authorized to issue 45,000,000 shares of common stock. Holders of common stock are each entitled to cast one vote for each
share held of record on all matters presented to shareholders. Cumulative voting is not allowed; the holders of a majority of
our outstanding shares of common stock may elect all directors. Holders of common stock are entitled to receive such dividends
as may be declared by our board out of funds legally available and, in the event of liquidation, to share pro rata in any distribution
of our assets after payment of liabilities. Our directors are not obligated to declare a dividend. It is not anticipated that
dividends will be paid in the foreseeable future. Holders of common stock do not have preemptive rights to subscribe to any additional
shares we may issue in the future. There are no conversion, redemption, sinking fund or similar provisions regarding the common
stock. All outstanding shares of common stock are fully paid and nonassessable.

38

Anti-Takeover
Effects of Certain Provisions of Delaware Law and Our Certificate of Incorporation and Bylaws

We
are subject to the provisions of Section 203 of the Delaware General Corporation Law, an anti-takeover law. Subject to certain
exceptions, the statute prohibits a publicly-held Delaware corporation from engaging in a “business combination” with
an “interested stockholder” for a period of three years after the date of the transaction in which the person became
an interested stockholder unless:

●

prior
to such date, the board of directors of the corporation approved either the business combination or the transaction which
resulted in the stockholder becoming an interested stockholder;

●

upon
consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder
owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for
purposes of determining the number of shares outstanding those shares owned (1) by persons who are directors and also officers
and (2) by employee stock plans in which employee participants do not have the right to determine confidentially whether shares
held subject to the plan will be tendered in a tender or exchange offer; or

●

on
or after such date, the business combination is approved by the board of directors and authorized at an annual or special
meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting
stock which is not owned by the interested stockholder.

For
purposes of Section 203, a “business combination” includes a merger, asset sale or other transaction resulting in
a financial benefit to the interested stockholder, and an “interested stockholder” is a person who, together with
affiliates and associates, owns, or within three years prior to the date of determination whether the person is an “interested
stockholder” did own, 15% or more of the corporation’s voting stock.

In
addition, our authorized but unissued shares of common stock and preferred stock are available for our board to issue without
stockholder approval. We may use these additional shares for a variety of corporate purposes, including future public or private
offerings to raise additional capital, corporate acquisitions and employee benefit plans. The existence of our authorized but
unissued shares of common stock and preferred stock could render more difficult or discourage an attempt to obtain control of
our company by means of a proxy contest, tender offer, merger or other transaction. Our authorized but unissued shares may be
used to delay, defer or prevent a tender offer or takeover attempt that a stockholder might consider in its best interest, including
those attempts that might result in a premium over the market price for the shares held by our stockholders. The board of directors
is also authorized to adopt, amend or repeal our bylaws which could delay, defer or prevent a change in control.

DESCRIPTION
OF SUBSCRIPTION RIGHTS

The
Subscription Rights

We
are distributing to the holders of our common stock and certain holders of warrants to purchase shares of our common stock as
of the record date non-transferable subscription rights to purchase shares of our common stock. The subscription price of
$[____] per full share was determined by our board of directors after a review of recent historical trading prices of our
common stock and the closing sales price of our common stock on [_____], 2019, the last trading day prior to determining the
subscription price. The closing sales price of our common stock on [_____], 2019, was $[_____]. The subscription rights will
entitle the holders of our common stock and certain holders of warrants to purchase shares of our common stock to
purchase approximately an aggregate of 11,428,571 shares of our common stock for an aggregate purchase price up to
approximately $16 million.

Each
holder of our common stock and holder of certain warrants to purchase shares of our common stock will receive
three subscription rights for each share of our common stock and each share of common stock underlying warrants owned by such holder as of 4:00 p.m., Eastern time, on
the record date. Each subscription right will entitle the rights holder to a basic subscription privilege and an over-subscription
privilege.

Basic
Subscription Privilege

With
your basic subscription privilege, you may purchase one share of our common stock per subscription right, upon delivery of the
required documents and payment of the subscription price of $[_____] per full share, prior to the expiration of the rights offering.
You may exercise all or a portion of your basic subscription privilege. However, if you exercise less than your full basic subscription
privilege you will not be entitled to purchase shares pursuant to your over-subscription privilege.

39

Fractional
shares of our common stock resulting from the exercise of the basic subscription privilege will be eliminated by rounding down
to the nearest whole share, with the total subscription payment being adjusted accordingly. Any excess subscription payments received
by the subscription agent will be returned, without interest, as soon as practicable.

We
will deliver certificates representing shares of our common stock purchased with the basic subscription privilege as soon as practicable
after the rights offering has expired.

Over-Subscription
Privilege

If
you fully exercise your basic subscription privilege and other rights holders do not fully exercise their basic subscription
privileges, you may also exercise an over-subscription right to purchase additional shares of common stock that remain unsubscribed
at the expiration of the rights offering, subject to the availability and pro rata allocation of shares among rights holders
exercising this over-subscription right. To the extent the number of the unsubscribed shares are not sufficient to satisfy
all of the properly exercised over-subscription rights requests, then the available shares will be prorated among those who properly
exercised over-subscription rights based on the number of shares each rights holder subscribed for under the basic subscription
right. If this pro rata allocation results in any rights holder receiving a greater number of shares of common stock than
the rights holder subscribed for pursuant to the exercise of the over-subscription privilege, then such rights holder
will be allocated only that number of shares for which the rights holder oversubscribed, and the remaining shares of
common stock will be allocated among all other rights holders exercising the over-subscription privilege on the same pro
rata basis described above. The proration process will be repeated until all shares of common stock have been allocated or all
over-subscription exercises have been fulfilled, whichever occurs earlier.

In
order to properly exercise your over-subscription privilege, you must deliver the subscription payment related to your over-subscription
privilege prior to the expiration of the rights offering. Because we will not know the total number of unsubscribed shares prior
to the expiration of the rights offering, if you wish to maximize the number of shares you purchase pursuant to your over-subscription
privilege, you will need to deliver payment in an amount equal to the aggregate subscription price for the maximum number of shares
of our common stock available to you, assuming that no rights holder other than you has purchased any shares of our common
stock pursuant to their basic subscription privilege and over-subscription privilege.

We
can provide no assurances that you will actually be entitled to purchase the number of shares issuable upon the exercise of your
over-subscription privilege in full at the expiration of the rights offering. We will not be able to satisfy your exercise of
the over-subscription privilege if all of our rights holders exercise their basic subscription privileges in full, and
we will only honor an over-subscription privilege to the extent sufficient shares of our common stock are available following
the exercise of subscription rights under the basic subscription privileges.

●

To
the extent the aggregate subscription price of the maximum number of unsubscribed shares available to you pursuant to the
over-subscription privilege is less than the amount you actually paid in connection with the exercise of the over-subscription
privilege, you will be allocated only the number of unsubscribed shares available to you, and any excess subscription payments
received by the subscription agent will be returned, without interest, as soon as practicable.

●

To
the extent the rights holders properly exercise their over-subscription privileges for an aggregate number of shares
that is less than the number of the unsubscribed shares, you will be allocated the number of unsubscribed shares for which
you actually paid in connection with the over-subscription privilege.

Fractional
shares of our common stock resulting from the exercise of the over-subscription privilege will be eliminated by rounding down
to the nearest whole share, with the total subscription payment being adjusted accordingly. Any excess subscription payments received
by the subscription agent will be returned, without interest, as soon as practicable.

40

We
will deliver certificates representing shares of our common stock purchased with the over-subscription privilege as soon as practicable
after the expiration of the rights offering.

Limitation
on Exercise of Basic Subscription Privilege and Over-Subscription Privilege

In
the event that the exercise by a rights holder of the basic subscription privilege or the over-subscription privilege could,
as determined by the Company in its sole discretion, potentially result in a limitation on the Company’s ability to use
net operating losses, tax credits and other tax attributes, which we refer to as the “Tax Attributes,” under the Code
and rules promulgated by the IRS, the Company may, but is under no obligation to, reduce the exercise by such rights holder
of the basic subscription privilege or the over-subscription privilege to such number of shares of common stock as the Company
in its sole discretion shall determine to be advisable in order to preserve the Company’s ability to use the Tax Attributes.

Distribution
Arrangements

Chardan
and Oak Ridge, which are broker-dealers and members of FINRA, will act as dealer-managers for this offering. The principal
business address of Chardan is 17 State Street, Suite 2100, New York, NY 10004, and the principal business address of Oak
Ridge is 701 Xenia Avenue, Suite 100, Minneapolis, MN 55416. Under the terms and subject to the conditions contained in their
dealer-manager agreement, the dealer-managers will provide marketing services in connection with this offering. This offering
is not contingent upon any number of rights being exercised. Chardan and Oak Ridge do not make any recommendation with
respect to the rights or the shares of our common stock being sold in this offering (including with respect to the
exercise of such rights).

Pursuant
to the dealer-manager agreement with Chardan and Oak Ridge, we are obligated to pay to Chardan and Oak Ridge as compensation,
in the aggregate, a cash fee of up to 7% of the gross proceeds of this offering and a non-accountable expense allowance
up to $75,000 and to indemnify Chardan and Oak Ridge for, or contribute to losses arising out of, certain liabilities,
including liabilities under the Securities Act. The dealer-manager agreement also provides that Chardan and Oak Ridge will not
be subject to any liability to us in rendering the services contemplated by the dealer-manager agreement except for any act of
bad faith or gross negligence of the dealer-manager. Chardan and Oak Ridge and their respective affiliates may provide to us from
time to time in the future in the ordinary course of their business certain financial advisory, investment banking and other services
for which they will be entitled to receive fees.

PLAN
OF DISTRIBUTION

As
soon as practicable after the record date for the rights offering, we will distribute the subscription rights and rights certificates
to individuals who owned shares of our common stock at 4:00 p.m., Eastern time, on June 7 , 2019. If you wish to
exercise your subscription rights and purchase shares of our common stock, you should complete the rights certificate and return
it with payment for the shares to the subscription agent, Securities Transfer Corporation, at the following address: 2901 N Dallas
Parkway, Suite 380, Plano, Texas 75093. See “The Rights Offering—Method of Exercising Subscription Rights.”
If you have any questions, you should contact the information agent, Securities Transfer Corporation, at (469) 633-0101 or chanticleer@stctransfer.com.

Chardan
and Oak Ridge are the dealer-managers of this offering. In such capacity, Chardan and Oak Ridge will provide marketing assistance
and advice to our company in connection with this offering. We have agreed to pay Chardan and Oak Ridge, in the aggregate, a cash
fee up to 7% of the gross proceeds of this offering and a non-accountable expense allowance up to $75,000. We have
also agreed to indemnify Chardan and Oak Ridge and their respective affiliates against certain liabilities arising under the Securities
Act. Chardan’s and Oak Ridge’s participation in this offering is subject to customary conditions contained in their
dealer-manager agreement. Chardan and Oak Ridge and their respective affiliates may provide to us from time to time in the future
in the ordinary course of their business certain financial advisory, investment banking and other services for which they will
be entitled to receive fees.

41

Other
than as described herein, we do not know of any existing agreements between or among any stockholder, broker, dealer, underwriter
or agent relating to the sale or distribution of the underlying common stock.

LEGAL
MATTERS

The
validity of the rights and the shares of common stock offered by this prospectus have been passed upon for us by Libertas Law
Group, Inc., Santa Monica, California. Certain matters regarding the material U.S. federal income tax consequences of the rights
offering have been passed upon for us by Libertas Law Group, Inc., Santa Monica, California. We have filed copies of these opinions
as exhibits to the registration statement in which this prospectus is included.

EXPERTS

The
consolidated financial statements of Chanticleer Holdings, Inc. as of and for the years ended December 31, 2018 and 2017 incorporated
in this prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2018 have been audited by Cherry
Bekaert LLP, an independent registered public accounting firm, as stated in its report incorporated by reference herein, and have
been so incorporated in reliance upon such report and upon the authority of such firm as experts in accounting and auditing.

MATERIAL
CHANGES

There
have been no material changes in the Company’s affairs since its fiscal year ended December 31, 2018 that have not been
described in its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019 or Current Reports on Form
8-K pursuant to the Exchange Act.

INCORPORATION
BY REFERENCE

The
SEC allows us to “incorporate by reference” into this prospectus the information we file with the SEC. This means
that we can disclose important information to you by referring you to those documents. The information incorporated by reference
is considered to be part of this prospectus.

We
are incorporating by reference the following documents that we have filed with the SEC (other than any filing or portion thereof
that is furnished, rather than filed, under applicable SEC rules):

●

our
Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on April 1, 2019 and amended on April
30, 2019 ;

●

our Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2019, filed with the SEC on May 15, 2019; and

●

our
Current Reports on Form 8-K filed with the SEC on January 4, 2019, January 8, 2019, February 25, 2019 , April 1, 2019
and May 15, 2019 .

All
documents that we subsequently file pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination
of this offering shall be deemed to be incorporated by reference into this prospectus.

Our
website address is chanticleerholdings.com and the URL where incorporated reports and other reports may be accessed is http://ir.stockpr.com/chanticleerholdings/all-sec-filings.

The
reports incorporated by reference into this prospectus are available from us upon request. We will provide a copy of any and all
of the reports and documents that are incorporated by reference, including exhibits to such reports and documents, in this prospectus
to any person, including a beneficial owner, to whom a prospectus is delivered, without charge, upon written or oral request.
Requests for such copies should be directed to the following:

Chanticleer
Holdings, Inc.

Investor
Relations

7621
Little Avenue, Suite 414

Charlotte,
North Carolina 28226

(704)
366-5122

ir@chanticleerholdings.com

Except
as expressly provided above, no other information, including none of the information on our website, is incorporated by reference
into this prospectus.

42

AVAILABLE
INFORMATION

We
file periodic reports, proxy statements and other information with the SEC. Our filings are available to the public over the internet
at the SEC’s website at http://www.sec.gov. You may also read and copy any document we file with the SEC at the SEC’s
Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549. You can also obtain copies of the documents at prescribed
rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC
at 1-800-SEC-0330 for further information on the operation of its Public Reference Room. We will also provide you with a copy
of any or all of the reports or documents that have been incorporated by reference into this prospectus or the registration statement
of which it is a part upon written or oral request, and at no cost to you. If you would like to request any reports or documents
from the company, please contact Investor Relations at Chanticleer Holdings, Inc., 7621 Little Avenue, Suite 414, Charlotte, NC
28226, (704) 366-5122 or at ir@chanticleerholdings.com.

Our
website address is chanticleerholdings.com. We have not incorporated by reference into this prospectus the information on our
website, and you should not consider it to be a part of this document. Our website address is included in this document as an
inactive textual reference only.

DISCLOSURE
OF COMMISSION POSITION ON

INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES

Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling
us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable. In addition, indemnification may be limited by
state securities laws.

43

No
dealer, salesperson or any other person is authorized to give any information or make any representations in connection with this
offering other than those contained in this prospectus and, if given or made, the information or representations must not be relied
upon as having been authorized by us. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy
any security other than the securities offered by this prospectus, or an offer to sell or a solicitation of an offer to buy any
securities by anyone in any jurisdiction in which the offer or solicitation is not authorized or is unlawful.

CHANTICLEER
HOLDINGS, INC.

Up
to 11,428,571 Shares of Common Stock

Issuable
Upon Exercise of Rights to Subscribe for such Shares

at
$[_____] per Full Share

PROSPECTUS

Dealer-Managers

Chardan

The Oak
Ridge Financial Services Group, Inc.

[ ],
2019

44

PART
II

INFORMATION
NOT REQUIRED IN PROSPECTUS

Item
13. Other Expenses of Issuance and Distribution.

The
following table sets forth the expenses payable by us in connection with this offering of securities described in this registration
statement. All amounts shown are estimates, except for the SEC registration fee. The registrant will bear all expenses shown below.

SEC filing fee

$

1,939.20

FINRA filing fee

$

2,900.00

Accounting fees and expenses

$

25,000.00

Legal fees and expenses

$

75,000.00

Printing and engraving expenses

$

10,000.00

Other (including
subscription and information agent fees)

$

21,000.00

Total

$

135,839.20

Item
14. Indemnification of Directors and Officers.

We
are subject to the laws of Delaware on corporate matters, including its indemnification provisions. Section 102 of the Delaware
General Corporation Law (the “DGCL”) permits a corporation to eliminate the personal liability of directors of a corporation
to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director
breached his duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized
the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal
benefit.

Section
145 of the DGCL provides that a corporation has the power to indemnify a director, officer, employee, or agent of the corporation,
or a person serving at the request of the corporation for another corporation, partnership, joint venture, trust or other enterprise
in related capacities against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually
and reasonably incurred by the person in connection with an action, suit or proceeding to which he was or is a party or is threatened
to be made a party to any threatened, ending or completed action, suit or proceeding by reason of such position, if such person
acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and,
in any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful, except that, in the case of
actions brought by or in the right of the corporation, no indemnification shall be made with respect to any claim, issue or matter
as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court
of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper. The statute provides that indemnification pursuant to these provisions is not exclusive of other
rights of indemnification to which a person may be entitled under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise.

Article
Tenth of our certificate of incorporation, as amended, states that to the fullest extent permitted by the DGCL, a director of
the corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as
a director.

Under
Article XI of our bylaws, any person who was or is made a party or is threatened to be made a party to or is in any way involved
in any threatened, pending or completed action suit or proceeding, whether civil, criminal, administrative or investigative, including
any appeal therefrom, by reason of the fact that he is or was a director or officer of ours or was serving at our request as a
director or officer of another entity or enterprise (including any subsidiary), may be indemnified and held harmless by us, and
we may advance all expenses incurred by such person in defense of any such proceeding prior to its final determination, if this
person acted in good faith and in a manner reasonably believed to be in and not opposed to our best interest, and, with respect
to any criminal action or proceeding, the indemnified party had no reason to believe his or her conduct was unlawful. The indemnification
provided in our bylaws is not exclusive of any other rights to which those seeking indemnification may otherwise be entitled.

45

We
maintain a general liability insurance policy that covers certain liabilities of directors and officers of our corporation arising
out of claims based on acts or omissions in their capacities as directors or officers.

Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling
persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Item
15. Recent Sales of Unregistered Securities.

The
following sets forth information regarding unregistered securities sold by us within the past three years. These issuances were
exempt from registration under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder on
the basis of the Company’s preexisting relationship with the recipients and fact that that securities were issued without
any form of general solicitation or general advertising.

On
December 31, 2018, the Company entered into an amendment to its 8% debentures with the debenture holders, extending the maturity
date of the debentures to March 31, 2020; provided, if 50% of the principal balance of the debentures is not paid on or prior
to December 31, 2019, holders of debentures in the aggregate principal amount greater than $3 million, acting together, may, upon
15 days’ written notice to the Company, demand full and immediate payment of the debentures. As part of the transaction,
each holder received new warrants to purchase that number of shares of common stock equal to 20% of the principal amount of such
holder’s debenture (for an aggregate of warrants to issue an additional 1,200,000 shares of common stock). The new warrants
have an exercise price of the greater of $2.25, are not exercisable for a period of six months and will otherwise be substantially
identical to the original warrants issued to the holders on May 4, 2017.

The
Company accepted subscriptions to purchase 403,214 shares of common stock at a purchase price of $3.50 per share, for a total
gross purchase price of approximately $1,411,249 pursuant to a Securities Purchase Agreement dated May 3, 2018 with institutional
and accredited investors in a registered direct offering. Proceeds from the offering will provide capital to fund growth and construction
of new stores in the company’s pipeline. The Company also agreed to issue unregistered 5 ½ year warrants to purchase
up to 403,214 shares of common stock to the investors in a concurrent private placement at an exercise price of $4.50 per share.
The Company has agreed to register the resale of the common shares underlying the warrants. The warrants are exercisable for cash
in full commencing six months after the issuance date. If a registration statement covering the shares underlying the warrants
is not available at the time of exercise, the warrants may be exercised on a cashless basis. Larry Spitcaufsky, a director of
the Company and greater than 5% shareholder, subscribed for 70,000 shares and will receive an equal number of warrants in the
transaction. Michael D. Pruitt, the Company’s Chairman and Chief Executive Officer also participated in the offering. The
Oak Ridge Financial Services Group, Inc., a registered broker-dealer (“Oak Ridge”), acted as placement agent for
the offering and received, as compensation, 7% of gross proceeds of the amounts subscribed by institutional investors introduced
by Oak Ridge, for an aggregate commission of $36,767. The Company also agreed to reimburse Oak Ridge’s legal expenses in
an amount not to exceed $2,500.

On
October 12, 2017, the Company entered into a Securities Purchase Agreement with institutional and accredited investors in a registered
direct offering for the sale of 499,857 shares of common stock at a purchase price of $2.00 per share, for a total gross purchase
price of $999,714. The Company also agreed to issue unregistered 5 ½ year warrants to purchase up to 499,857 shares of
common stock to the investors in a concurrent private placement at an exercise price of $3.50 per share. The Company has agreed
to register the resale of the common shares underlying the warrants. The warrants are exercisable for cash in full commencing
six months after the issuance date.

46

On
May 4, 2017 (the “Closing Date”), pursuant to a Securities Purchase Agreement, the Company sold and issued 8% non-convertible
secured debentures in the principal amount of $6,000,000 and warrants to purchase 12,000,000 shares of common stock to accredited
investors. The debentures bear interest at a rate of 8% per annum, payable in cash quarterly in arrears. The debentures mature
on December 31, 2018. The debentures contain customary negative covenants. The warrants will expire on the tenth anniversary of
the Closing Date and have an exercise price equal to $0.35, subject to adjustment therein. The warrants are not exercisable until
six months after the Closing Date. The warrant shares have registration rights, and, if not registered, the holders will have
the right to cashless exercise. Upon the occurrence of an event of default, in addition to holders having acceleration repayment
rights, the holders shall have the right, on a pro-rata basis, to purchase the Company’s subsidiary, Little Big Burger,
for $6,500,000. The purchasers were granted a right of first refusal as to future financing transactions of the Company for the
term of the debentures. Further, the Company has agreed to appoint one person selected by purchasers holding a majority of interest
of the debentures to its board of directors. Pursuant to the Security Agreement dated May 4, 2017, the debentures are secured
by a second priority lien on all of the Company’s assets. Pursuant to the Subsidiary Guarantee dated May 4, 2017, all of
the Company’s subsidiaries have guaranteed the Company’s performance of its obligations under the transaction documents.
In conjunction with the financing described above, the Company entered into a Satisfaction, Settlement and Release Agreement with
Florida Mezzanine Fund LLLP, a Florida limited liability partnership (“Florida Mezz”), pursuant to which Florida Mezz
agreed to release the Company from all claims and outstanding obligations pursuant to that certain Assumption Agreement dated
June 30, 2014, as amended October 15, 2014 and October 22, 2016, and that certain Agreement dated May 23, 2016, as amended January
30, 2017, in exchange for payment of $5,000,000. Five million of the net proceeds from the offering have been remitted to Florida
Mezz, $500,000 will be reserved to fund the opening of new stores, and the balance of $206,746 will be used for working capital
and general corporate purposes. T.R. Winston & Company, LLC, the Company’s placement agent, received a fee of $260,153
for its services related to this transaction.

Pursuant
to an Exchange Agreement dated March 10, 2017 by and between the Company and four of Company’s existing note holders, the
Company exchanged 8% notes in the aggregate principal amount of $725,000, which notes were in default (“Original Notes”)
for new two-year 2% notes, in the aggregate principal amount of $820,107.29, representing principal and unpaid accrued interest
(“Exchange Notes”). The Original Notes were cancelled. Each Exchange Note may be converted into common stock of the
Company, at the option of the holder, at a conversion price of $0.30 per share and may be called by the holder after the one-year
anniversary of the exchange date.

Item
16. Exhibits.

See
“Exhibit Index” attached hereto and incorporated herein by reference.

Item
17. Undertakings.

(a)

The
undersigned registrant hereby undertakes:

(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

To
include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)

To
reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information
in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
and

(iii)

To
include any material information with respect to the plan of distribution not previously disclosed in this registration statement
or any material change to such information in this registration statement.

47

(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.

(4)
That, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule
424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or
other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement
as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or
prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into
the registration statement or prospectus that is a part of the registration statement will, as to a purchaser with a time of contract
of sale prior to such first use, superseded or modify any statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5)
That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution
of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant
pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if
the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant
will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)

Any
preliminary prospectus or prospectus of an undersigned registrant relating to this offering required to be filed pursuant
to Rule 424;

(ii)

Any
free writing prospectus relating to this offering prepared by, or on behalf of, the undersigned registrant or used or referred
to by the undersigned registrant;

(iii)

The
portion of any other free writing prospectus relating to this offering containing material information about an undersigned
registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)

Any
other communication that is an offer in this offering made by the undersigned registrant to the purchaser.

(b)
The undersigned registrant hereby undertakes to supplement the prospectus, after the expiration of the subscription period, to
set forth the results of the subscription offer and the amount of unsubscribed securities to be offered to the public. If any
public offering of the securities is to be made on terms differing from those set forth on the cover page of the prospectus, a
post-effective amendment will be filed to set forth the terms of such offering.

Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the
SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.

48

SIGNATURES

In
accordance with the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-1 and has authorized this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Charlotte, State of North Carolina, on May
28 , 2019.

CHANTICLEER
HOLDINGS, INC.

By:

/s/
Michael D. Pruitt

Michael
D. Pruitt

Chief Executive
Officer

Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons
in the capacities and on the dates stated.

**
Previously filed with the initial filing of this registration statement on Form S-1 filed on April 15, 2019.

+
To be filed by amendment.

Our
SEC file number reference for documents filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended, is 001-35570.
Prior to June 7, 2012, our SEC file number reference was 000-29507.